Delay by Company Sample Clauses
The 'Delay by Company' clause defines the procedures and consequences when the company causes a delay in the performance of contractual obligations. Typically, this clause outlines the circumstances under which a delay is considered attributable to the company, such as late delivery of materials or failure to provide necessary approvals, and may specify remedies like extensions of time or compensation for the affected party. Its core function is to allocate responsibility for delays, ensuring that parties are treated fairly and that the contract remains enforceable even if the company's actions impede progress.
Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's Board of Directors prior to the Company's receipt of the request; (ii) within 180 days prior to any such request for registration, a registration of securities of the Company has been effected in which the Initiating Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or transaction materially affecting the capital structure, or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.
Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 or Section 1.3 hereof if (i) the Company receives a request for any such registration less than ninety (90) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and in such event the Company shall not be required to effect any such requested registration until one hundred twenty (120) days after the effective date of such proposed underwritten public offering, provided that the Company makes reasonable good faith efforts to cause such underwritten public offering to be declared effective; (ii) within ninety (90) days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would be seriously detrimental to the Company (and the Chief Executive Officer of the Company provides a signed certificate to that effect to the Institutional Investors requesting such registration) because it would (a) necessitate the untimely disclosure of a proposed business combination or other currently proposed transaction or (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding ninety (90) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.
Delay by Company. The Company shall not be required to effect a registration under the Securities Act pursuant to Section 5.1(a) hereof (i) for a period of sixty (60) days following a registration of securities in which the Registration Rights Holders had the right to participate pursuant to this Agreement or any other agreements providing substantially similar rights as this Agreement; or (ii) if the Board of the Company reasonably determines in good faith that effecting such a demand registration at such time would be seriously detrimental to the Company (and the Chief Executive Officer of the Company provides a signed certificate to that effect to the Initiating Holder) because it would (a) necessitate the untimely disclosure of a proposed business combination or other currently proposed transaction or (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; provided, that the Company may only delay a demand registration pursuant to this Section 5.1(c) for an aggregate period not exceeding sixty (60) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 5.1(c) once in any twelve (12)-month period; provided, further, that the Company shall not be permitted to delay a demand registration pursuant to this Section 5.1(c) if (x) the Company has filed or caused to be filed a registration statement for its own account during the preceding six (6) months, or (y) the Company’s Board has not provided the Initiating Holder with a certificate signed by the Chief Executive Officer of the Company certifying in reasonable detail the basis for such delay. The Company shall promptly notify in writing the Registration Rights Holder requesting registration of any decision not to effect any such request for registration pursuant to this Section 5.1(c), which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Registration Rights Holder as soon as a demand registration may be effected.
Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 4.1.1 above if (i) the Company receives such request for registration within one hundred twenty (120) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's board of directors prior to the Company's receipt of such request; (ii) within twelve (12) months prior to any such request for registration, a registration of securities of the Company has been effected in which the Stockholders had the right to participate pursuant to this Section 4.1 or Section 4.2 hereof; or (iii) the board of directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the Company; provided, however, that the Company may only delay a demand registration pursuant to this Section 4.1.2(iii) for a period not exceeding six (6) months (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify in writing the Stockholders requesting registration of any decision not to effect any such request for registration pursuant to this Section 4.1.2, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Stockholders as soon as a demand registration may be effected.
Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than ninety (90) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and in such event the Company shall not be required to effect any such requested registration until one hundred eighty (180) days after the effective date of such proposed underwritten public offering; (ii) within 180 days prior to any such request for registration, a registration of securities of the Company has been effected in which the Initiating Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or transaction materially affecting the capital structure, or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding one hundred eighty (180) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.
Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and in such event the Company shall not be required to effect any such requested registration until 120 days after the effective date of such proposed underwritten public offering; (ii) within 120 days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.3 hereof; or (iii) the Board of
Delay by Company. The Company shall not be required to effect a registration under the Act pursuant to Section 2.1.1 above if the Company shall furnish to the Holders a certificate, signed by the President of the Company, stating that the Board of Directors of the Company has reasonably determined in good faith that effecting such a registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company; provided, however, that the Company may only delay a registration pursuant to this Section 2.1.2 for a period not exceeding one hundred twenty (120) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to any provision of this Section 2.1.2 once during any twelve (12) month period. The Company shall promptly notify in writing the Holders of any decision not to effect any such registration pursuant to this Section 2.1.2, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Holders as soon as a registration may be effected.
Delay by Company. The Company shall be entitled to (x) postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 1.3 (and may suspend the completion of any requested registration pursuant to this Section 1.3 which has been initiated so long as the Registration Statement has not yet been declared effective) for a reasonable period of time, but not in excess of 60 consecutive days (a "Delay Period") or (y) suspend the use of any effective Registration Statement under this Section 1.3 for a reasonable period of time, but not in excess of 60 consecutive days (a "Suspension Period") if (i) such postponement or suspension is required by applicable law arising from events outside of the control of the Company or (ii) the Company determines that in its reasonable good faith judgment the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would interfere with any pending material financing, acquisition, corporate reorganization or business combination, involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives such Stockholder written notice of such determination (setting forth in reasonable detail the facts and circumstances resulting in such delay where such detail would not otherwise require such premature disclosure), and an approximation of the period of the anticipated delay or suspension; provided, however, that (i) the aggregate number of days included in all Delay Periods or Suspension Periods during any consecutive 12 months shall not exceed 90 days and (ii) the Company may not delay or suspend any registration more than one time in any 12-month period.
Delay by Company. (i) Upon receipt of a Put Notice from the Majority Class C Member(s) that they wish to sell Class C Interests to the Company, the Company shall immediately seek to determine in good faith a source of financing to fund the purchase of all Class C Interests as to which repurchase has been requested. The Company hereby agrees to use its best efforts to complete the purchase of the Class C Interests from each Member which has elected to Put the Class C Interests held by such Member in accordance with this Section 2.9. For this purpose "best efforts" means commercially reasonable terms for the Company consistent with industry practice. If the Company is unable to purchase all of the Class C Interests as to which repurchase has been requested, then it shall purchase so much of such Class C Interests as it is permitted to so repurchase. In the event and to the extent that the Company fails, by reason of (1) unavailability of financing as herein contemplated or (2) any contractual restriction on the ability of the Company to satisfy its obligation to purchase the Put Interests pursuant to Section 2.9 contained in any financing document or (3) applicable legal restrictions or prohibitions (the "Put Conditions"), to satisfy its obligation contained in this Section 2.9 in its entirety, then, and in such event, the Company shall as soon as practicable and in any event within ten (10) Business Days following the date of such Put Notice notify (the "Put Non-Compliance Notice") each Member which has elected to Put the Class C Interests held by such Member of its inability to pay the Put Price and explain in reasonable detail which of the Put Conditions are the basis for such inability.
(ii) Within fifteen (15) Business Days following the date of such Put Non-Compliance Notice, the Company shall comply with the provisions of this clause (ii) of Section 2.9(e). Any amounts which shall have become payable pursuant to this Section 2.9 but which are not paid when due, will be converted to subordinated indebtedness for borrowed money of the Company as provided in this Section 2.9(e), will on and as of the related Put Date then and thereupon be deemed to be subordinated indebtedness for borrowed money of the Company which shall be evidenced by a note substantially in the form attached hereto as Exhibit B (a "Put Note"), which Put Note shall be dated the Put Date, shall bear interest at the rate hereinafter stated, which interest shall be payable semiannually from and including ...