Common use of Grace Periods Clause in Contracts

Grace Periods. (a) Notwithstanding anything to the contrary herein— (A) the Company shall be entitled to postpone the filing or effectiveness of, or suspend the use of, a Registration Statement if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect the Company in an adverse manner; and (B) at any time after a Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time would, in the good faith judgment of the Board, adversely affect the Company (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”). (b) The Company shall promptly (i) notify the Holder in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holder) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holder in writing of the date on which the Grace Period ends. (c) The duration of any one Grace Period shall not exceed sixty (60) days, and the aggregate of all Grace Periods in total during any three hundred sixty-five (365) day period shall not exceed an aggregate of ninety (90) days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holder receives the notice referred to in clause (i) of Section 3(b) and shall end on and include the later of the date the Holder receives the notice referred to in clause (iii) of Section 3(b) and the date referred to in such notice. In the event the Company declares a Grace Period, the period during which the Company is required to maintain the effectiveness of an Initial Shelf Registration Statement (or, if applicable, an Alternative Shelf Registration Statement) shall be extended by the number of days during which such Grace Period is in effect.

Grace Periods. (a) Notwithstanding anything to the contrary herein— (A) the Company shall be entitled to postpone the filing or effectiveness of, or suspend the use of, a Registration Statement if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect the Company in an adverse manner; and (B) at any time after a Registration Statement has been declared effective by the CommissionSEC, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time wouldis not, in the good faith judgment of the BoardCompany, adversely affect in the best interests of the Company (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”). (b) The ; provided, however, the Company shall promptly (i) notify the Holder Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the HolderHolders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, and (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holder Holders in writing of the date on which the Grace Period ends. (c) The duration of any one ; provided, further, that no single Grace Period shall not exceed sixty thirty (6030) consecutive days, and the aggregate of all Grace Periods in total during any three hundred sixty-five (365) day period period, the aggregate of all Grace Periods shall not exceed an aggregate of ninety sixty (9060) daysdays (each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holder receives Holders receive the notice referred to in clause (i) of Section 3(b) above and shall end on and include the later of the date the Holder receives Holders receive the notice referred to in clause (iiiii) of Section 3(b) above and the date referred to in such notice; provided, however, that no Grace Period shall be longer than an Allowable Grace Period. In Notwithstanding anything to the event contrary, the Company declares shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period, the period during Period and for which the Company is required to maintain the effectiveness of an Initial Shelf Registration Statement (or, if applicable, an Alternative Shelf Registration Statement) shall be extended by the number of days during which such Grace Period is in effectHolder has not yet settled.

Grace Periods. (a) Notwithstanding anything to the contrary herein— (A) the Company shall be entitled to postpone the filing or effectiveness of, or suspend the use of, a Registration Statement if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect the Company in an adverse manner, provided, that in the event such Registration Statement relates to a Demand Registration Request, the Demand Holders initiating such Demand Registration Request shall be entitled to withdraw the Demand Registration Request and, if such request is withdrawn, it shall not count as one of the permitted Demand Registration Requests hereunder and the Company shall pay all registration expenses in connection with such registration; and (B) at any time after a Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time would, in the good faith judgment of the Board, adversely affect the Company (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”). (b) The Company shall promptly (i) notify the Holder Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the HolderHolders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holder Holders in writing of the date on which the Grace Period ends. (c) The duration aggregate of any one Grace Period shall not exceed sixty (60) daysPeriod, and the aggregate or of all Grace Periods in total during any three hundred sixty-five (365) day period period, shall not exceed an aggregate of ninety one hundred twenty (90120) days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holder receives Holders receive the notice referred to in clause (iii) of Section 3(b5(b) and shall end on and include the later of the date the Holder receives Holders receive the notice referred to in clause (iii) of Section 3(b5(b) and the date referred to in such notice. In the event the Company declares a Grace Period, the period during which the Company is required to maintain the effectiveness of an Initial Shelf Registration Statement (or, if applicable, an Alternative Shelf or Registration Statement) Statement filed pursuant to a Demand Registration Request shall be extended by the number of days during which such Grace Period is in effect.

Grace Periods. (a) Notwithstanding anything to the contrary herein—: (A) the Company shall be entitled to postpone the filing or effectiveness of, or or, at any time after a Registration Statement has been declared effective by the Commission suspend the use of, a Registration Statement (including the Prospectus included therein) or postpone any Underwritten Offering pursuant to a Demand Registration Request or Underwritten Shelf Takedown pursuant to a Shelf Takedown Request, in each case if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would reasonably be expected, in the good faith judgment of the Board, to materially affect the Company in an adverse manner; provided however, that the requesting Holders of such Underwritten Offering or Underwritten Shelf Takedown shall be entitled to withdraw the applicable request and, if such request is withdrawn, it shall not count against the limits imposed pursuant to Sections 4(a)(C) or 2(d), as applicable, and the Company shall pay all registration expenses in connection with such registration; and (B) at any time after a Registration Statement has been declared effective by the CommissionCommission and there is no duty to disclose under applicable law, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time would, in the good faith judgment of the Board, adversely reasonably be expected to materially affect the Company in an adverse manner, (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”). (b) The Company shall promptly (i) notify the Holder Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holder, without the express consent of the Holder) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holder Holders in writing of the date on which the Grace Period ends. (c) The A Grace Period may not be called by the Company more than three (3) times in any three hundred sixty-five (365) day period, the duration of any one Grace Period shall not exceed sixty forty-five (6045) days, and the aggregate of all Grace Periods in total during any three hundred sixty-five (365) day period shall not exceed an aggregate of ninety (90) days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holder receives the notice referred to in clause (i) of Section 3(b6(b) and shall end on and include the later of the date the Holder receives the notice referred to in clause (iii) of Section 3(b6(b) and the date referred to in such notice. In the event the Company declares a Grace Period, the period during which the Company is required to maintain the effectiveness of an Initial Shelf a Registration Statement (or, if applicable, an Alternative Shelf filed pursuant to a Demand Registration Statement) Request shall be extended by the number of days during which such Grace Period is in effect.

Grace Periods. (a) Notwithstanding anything to the contrary herein—: (A) the Company shall be entitled to postpone the filing or effectiveness of, or or, at any time after a Registration Statement has been declared effective by the Commission suspend the use of, a Registration Statement (including the Prospectus included therein) or postpone any Underwritten Offering pursuant to a Demand Registration Request or Underwritten Shelf Takedown pursuant to a Shelf Takedown Request, in each case if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would reasonably be expected, in the good faith judgment of the Board, to materially affect the Company in an adverse manner; provided, however, that the requesting Holders of such Underwritten Offering or Underwritten Shelf Takedown shall be entitled to withdraw the applicable request and, if such request is withdrawn, it shall not count against the limits imposed pursuant to Section 2(a)(C) and Section 3(d), as applicable, and the Company shall pay all registration expenses in connection with such registration; and (B) at any time after a Registration Statement has been declared effective by the CommissionCommission and there is no duty to disclose under applicable law, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time would, in the good faith judgment of the Board, adversely reasonably be expected to materially affect the Company in an adverse manner (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”). (b) The Company shall promptly (i) notify the Holder Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holder, without the express consent of the Holder) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holder Holders in writing of the date on which the Grace Period ends. (c) The A Grace Period may not be called by the Company more than three (3) times in any three hundred sixty-five (365) day period, the duration of any one Grace Period shall not exceed sixty forty-five (6045) days, and the aggregate of all Grace Periods in total during any three hundred sixty-five (365) day period shall not exceed an aggregate of ninety (90) days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holder receives the notice referred to in clause (i) of Section 3(b5(b) and shall end on and include the later of the date the Holder receives the notice referred to in clause (iii) of Section 3(b5(b) and the date referred to in such notice. In the event the Company declares a Grace Period, the period during which the Company is required to maintain the effectiveness of an Initial Shelf a Registration Statement (or, if applicable, an Alternative Shelf filed pursuant to a Demand Registration Statement) Request shall be extended by the number of days during which such Grace Period is in effect.

Grace Periods. (a) 4.1 Notwithstanding anything to the contrary herein— (A) , the Company shall be entitled to postpone the filing or effectiveness of, or or, at any time after a Registration Statement has been declared effective by the Commission, suspend the use of, a Registration Statement and any related prospectus if in the good faith judgment of the BoardCompany’s Board of Directors, such registrationfiling, offering effectiveness or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect the Company in an adverse manner; and manner (B) at any time after a Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time would, in the good faith judgment of the Board, adversely affect the Company (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B)suspension, a “Grace Period”)Period”); provided, however, that in the event such Registration Statement relates to a Demand Underwritten Offering pursuant to Section 3.1, then the Company shall pay all registration expenses in connection with such registration. (b) 4.2 The Company shall (a) promptly (i) notify the Holder Stockholders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to any Stockholder, without the Holderexpress consent of such Stockholder) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (iib) use commercially its reasonable best efforts to terminate a Grace Period as promptly as practicable and (iiic) promptly notify the Holder Stockholders in writing of the date on which the Grace Period ends. (c) 4.3 The duration of any one Grace Period shall not exceed sixty (60) 45 days, and the aggregate of all Grace Periods in total during any three hundred sixty365-five (365) day period shall not exceed an aggregate 90 days, and the maximum number of ninety (90) daysGrace Periods that may be declared by the Company in any fiscal year shall not exceed two. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holder receives Stockholders receive the notice referred to in clause (ia) of Section 3(b) 4.2 and shall end on and include the later of the date the Holder receives Stockholders receive the notice referred to in clause (iiic) of Section 3(b) 4.2 and the date referred to in such notice. In the event the Company declares a Grace Period, the period during which the Company is required to maintain the effectiveness of an Initial Shelf Registration Statement (or, if applicable, an Alternative Shelf Registration Statement) shall be extended by the number of days during which such Grace Period is in effect.

Grace Periods. (a) Notwithstanding anything to the contrary herein— (A) the Company shall be entitled to postpone the filing or effectiveness of, or suspend the use of, a Registration Statement if in the good faith judgment of the Board, such registration, offering or use would reasonably be expected to materially affect in an adverse manner or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the premature disclosure of which would materially affect the Company in an adverse manner, provided, that in the event such Registration Statement relates to a Demand Registration Request, the Demand Holders initiating such Demand Registration Request shall be entitled to withdraw the Demand Registration Request and, if such request is withdrawn, it shall not count as one of the permitted Demand Registration Requests hereunder and the Company shall pay all registration expenses in connection with such registration; and (B) at any time after a Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time would, in the good faith judgment of the Board, adversely affect the Company (the period of a postponement or suspension as described in clause (A) and/or a delay described in this clause (B), a “Grace Period”). (b) The Company shall promptly (i) notify the Holder Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the HolderHolders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holder Holders in writing of the date on which the Grace Period ends. (c) The duration aggregate of any one Grace Period shall not exceed sixty (60) daysPeriod, and the aggregate or of all Grace Periods in total during any three hundred sixty-five (365) day period period, shall not exceed an aggregate of ninety one hundred twenty (90120) days. For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holder receives Holders receive the notice referred to in clause (iii) of Section 3(b5(b) and shall end on and include the later of the date the Holder receives Holders receive the notice referred to in clause (iii) of Section 3(b5(b) and the date referred to in such notice. In the event the Company declares a Grace Period, the period during which the Company is required to maintain the effectiveness of an Initial Shelf Registration Statement (orStatement, if applicable, an Alternative Initial Purchaser Shelf Registration Statement) Statement or Registration Statement filed pursuant to a Demand Registration Request shall be extended by the number of days during which such Grace Period is in effect.