Delay Period. If, at any time prior to the expiration of the Registration Period, the Company's Board of Directors determines, in its reasonable good faith judgment, that the disposition of Registrable Securities would require the premature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, then the Company shall not be required to maintain the effectiveness of or amend or supplement the Registration Statement for a period (a "Disclosure Delay Period") expiring upon the earlier to occur of (i) the date on which such material information is disclosed to the public or ceases to be material or (ii) subject to Section 5(b) hereof, up to ten (10) trading days after the date on which the Company provides a notice to the Purchasers under Section 3(g) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (each, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed ten (10) trading days.
Delay Period. Notwithstanding the foregoing, the Company shall have the right to delay the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to Sections 2 or 3, or to suspend the use of any Registration Statement, for a period not in excess of 60 consecutive calendar days (a “Delay Period”) if (i) the Board by written resolution determines that filing or maintaining the effectiveness of such Registration Statement would have a material adverse effect on the Company or the holders of its capital stock in relation to any material acquisition or disposition, financing or other corporate transaction or (ii) the Board by written resolution determines in good faith that the filing of a Registration Statement or maintaining the effectiveness of a current Registration Statement would require disclosure of material information that the Company has a valid business purpose for retaining as confidential at such time. The Company shall not be entitled to exercise a Delay Period more than one time in any 12-month period.
Delay Period. Notwithstanding the foregoing, the Company shall have the right to delay the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to Sections 2 or 3, or to suspend the use of any Registration Statement, for a period not in excess of 60 consecutive calendar days (a “Delay Period”) if (i) the Board of Directors of the Company by written resolution determines that filing or maintaining the effectiveness of such Registration Statement would have a material adverse effect on the Company or the holders of its capital stock in relation to any material acquisition or disposition, financing or other corporate transaction or (ii) the Board of Directors of the Company by written resolution determines in good faith that the filing of a Registration Statement or maintaining the effectiveness of a current Registration Statement would require disclosure of material information that the Company has a valid business purpose for retaining as confidential at such time. The Company shall not be entitled to exercise a Delay Period more than one time in any 12-month period.
Delay Period. Notwithstanding the foregoing, the Company shall have the right to delay the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to Sections 2, 3 or 4, or to suspend the use of any Registration Statement, for a period not in excess of 60 consecutive calendar days (a “Delay Period”) if (i) the Board of Directors of the Company determines that filing or maintaining the effectiveness of such Registration Statement would have a material adverse effect on the Company or the holders of its capital stock in relation to any material acquisition or disposition, financing or other corporate transaction and the Board of Directors of the Company has determined in good faith that disclosure thereof would not be in the best interests of the Company and its holders of capital stock at the time or (ii) the Board of Directors of the Company has determined in good faith that the filing of a Registration Statement or maintaining the effectiveness of a current Registration Statement would require disclosure of material information that the Company has a valid business purpose for retaining as confidential at such time. The Company shall be entitled to exercise a Delay Period more than one time in any calendar year so long as such exercise does not prevent the Holders from being entitled to at least 240 days of effective registration rights per calendar year and that no Delay Period may commence if it is less than 30 days from the end of the previous Delay Period. Notwithstanding the foregoing, the number of days of effective registration rights that the Holders shall be entitled to for calendar year 2004 will be pro rated based on the number of days remaining in 2004 after the date of this Agreement.
Delay Period. Notwithstanding any other timing provision in this Agreement, if, at the time any payment that is not exempt from Section 409A would commence due to a separation from service, and Employee is a “specified employee” as that term is defined by Section 409A of the Code, then no such payment under this Agreement may be paid before the date that is six months after Employee’s separation from service (or, if earlier, before the date of the individual’s death). Payments that are not exempt from Section 409A and that Employee would otherwise have been entitled to during those six months will be accumulated and paid on the first payroll date after six months following Employee’s separation from service (or, if earlier, following the individual’s death). All payments that are exempt from Section 409A, or that would otherwise be made more than six months following Employee’s separation from service, will be made in accordance with the general timing provisions described above. [Remainder of page intentionally left blank; signature page follows]
Delay Period. The term “Delay Period” means, with respect to any obligation to keep any Shelf Registration Statement or Prospectus usable for resales pursuant to this Section 1.2, the shortest period of time determined in good faith by the Company’s Board of Directors to be necessary for such purpose when there exist circumstances relating to a material pending development, including, but not limited to, a pending or contemplated material acquisition or merger or other material transaction or similar event, which would require disclosure by the Company in such Shelf Registration Statement or Prospectus of material information which the Company determines in good faith upon the advice of its counsel that it has a bona fide business purpose for keeping confidential and non-public and the non-disclosure of which in such Shelf Registration Statement or Prospectus might cause such Shelf Registration Statement or Prospectus to fail to comply with applicable disclosure requirements. A Delay Period shall commence on and include the date that the Company gives written notice (a “Delay Notice”) to the Holders that the Prospectus is no longer usable as a result of a material pending development and shall end on the date when the Holders are advised in writing by the Company that the current Delay Period has terminated (it being understood that the Company shall give such notice to all Holders promptly upon making the determination that the Delay Period has ended); provided, however, and notwithstanding anything herein to the contrary the Company is only entitled to three (3) Delay Periods having durations of not more than thirty (30) days each during any consecutive 12 month period, and not to exceed more than seventy-five (75) days in the aggregate in any consecutive 12 month period. The Company covenants and agrees that it will not deliver a Delay Notice with respect to a Delay Period unless Company employees, officers and directors and their Affiliates and any other holders of registration rights with respect to the Company’s Common Stock are also prohibited by the Company for the duration of such Delay Period from effecting any public sales of shares of Common Stock or Preferred Stock beneficially owned by them. The Company represents that it has no knowledge of any circumstance that would reasonably be expected at the time of the effectiveness of the Shelf Registration Statement pursuant to Section 1.2(a) to cause the Company to exercise its rights under this Section 1.2(c). ...
Delay Period. Notwithstanding anything in this Employment Agreement to the contrary, to the extent (i) any payments or benefits to which the Executive becomes entitled under this Employment Agreement in connection with the Executive’s Separation from Service constitute deferred compensation subject to Section 409A of the Code and (i) the Executive is deemed at the time of such Separation from Service to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (A) the expiration of the six (6)-month period measured from the date of Executive’s Separation from Service; or (B) the date of Executive’s death following such Separation from Service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum (without interest).
Delay Period. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of any Registration Statement otherwise required to be filed pursuant to Section 2, or to suspend the use of any Registration Statement, for a period not in excess of 60 consecutive days and no more than 90 days in any consecutive 12-month period (a “Delay Period”), if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in any Registration Statement, (ii) the Company has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company, or (iii) the Company determines in good faith that the filing or the inability to suspend the use of the Registration Statement would otherwise be detrimental to the Company or its stockholders, or would substantially interfere with the Company’s ability to timely file a Form 10-Q or 10-K.
Delay Period. Notwithstanding the foregoing, the Limited Partnership shall have the right to delay the filing of any Registration Statement otherwise required to be prepared and filed by the Limited Partnership pursuant to Sections 2 or 3, or to suspend the use of any Registration Statement, for a period not in excess of 60 consecutive calendar days (a “Delay Period”) if (i) the Board by written resolution determines that filing or maintaining the effectiveness of such Registration Statement would have a material adverse effect on the Limited Partnership or the holders of its capital stock in relation to any material acquisition or disposition, financing or other partnership transaction or (ii) the Board by written resolution determines in good faith that the filing of a Registration Statement or maintaining the effectiveness of a current Registration Statement would require disclosure of material information that the Limited Partnership has a valid business purpose for retaining as confidential at such time. The Limited Partnership shall not be entitled to exercise a Delay Period more than one time in any 12-month period.
Delay Period. If at any time prior to the expiration of the Registration Period, the Company is advised in writing by a nationally recognized investment banking firm selected by the Company that, in such firm's opinion, sales of shares of Common Stock pursuant to the Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company having gross proceeds to the Company of at least $20,000,000, the Company shall not be required to maintain the effectiveness of the Registration Statement or amend or supplement the Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring upon the earliest to occur of (a) the abandonment of such financing, (b) 90 days after the completion of such financing or (c) the termination of any "hold back" or "lock-up" period (not exceeding 90 days) obtained by the underwriter(s) from any person in connection with such financing. The Company will give prompt written notice, in the manner prescribed by Section 12(b) hereof, to the Initial Investors 30 days in advance of the commencement of any Transaction Delay Period. Such notice shall state to the extent, if any, as is practicable, an estimate of the duration of such Transaction Delay Period. The Initial Investor, by its acceptance of any share of Common Stock, agrees that, upon receipt of such notice it will forthwith discontinue disposition of the Common Stock pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of Common Stock, until the expiration of such Transaction Delay Period. Notwithstanding anything in this Section 11 to the contrary, there shall not be more than one Transaction Delay Period in any 12-month period.
