Delay for Disadvantageous Condition Sample Clauses

Delay for Disadvantageous Condition. If, in connection with any request for registration pursuant to this Article II, the Company provides a certificate, signed by the president or chief executive officer of the Company, to the Requesting Holders stating that, in the good faith judgment of the Board of Directors of the Company and its counsel, it would be materially detrimental to the Company or its stockholders for such Registration Statement either to become effective or to remain effective for as long as such Registration Statement otherwise would be required to remain effective, then the Company shall have the right to defer taking action with respect to such filing and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initial Requesting Holder is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period.
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Delay for Disadvantageous Condition. If, in connection with any requested or ongoing registration pursuant to a Registration Demand and in addition to any limitations set forth in Section 3.1(f), the Company provides a certificate to the Requesting Holders, signed by the Chief Executive Officer of the Company and stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its Stockholders for such Registration Statement either to become effective or to remain effective for as long as such Registration Statement otherwise would be required to remain effective, or if the Company is prohibited by the terms of any applicable underwriting or securities purchase agreement, then the Company shall have the right to defer taking action with respect to such Registration Statement and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that (i) the aggregate number of days in all such delay periods in any period of twelve (12) consecutive months shall not exceed one hundred and thirty five (135) days and (ii) at least thirty (30) days shall elapse between the termination of any delay period and the commencement of the immediately succeeding delay period.
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Delay for Disadvantageous Condition. If, in connection with any registration requested or ongoing pursuant to a Registration Demand, the Company provides a certificate to the Requesting Holders, signed by the President or Chief Executive Officer of the Company and stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its Stockholders for such Registration Statement either to become effective or to remain effective for as long as such Registration Statement otherwise would be required to remain effective, or if the Company is prohibited by the terms of any applicable underwriting or securities purchase agreement, then the Company shall have the right to defer taking action with respect to such Registration Statement and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that (i) the aggregate number of days in all such delay periods in any period of 12 consecutive months shall not exceed 135 days and (ii) at least 30 days shall elapse between the termination of any delay period and the commencement of the immediately succeeding delay period.
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Delay for Disadvantageous Condition. If the Company shall furnish to the Requesting Holders a certificate signed by the Chief Executive Officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such Registration Statement to either become effective or remain effective for as long as such Registration Statement otherwise would be required to remain effective, because (i) such action would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (ii) such action would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, (iii) such action would render the Company unable to comply with the requirements under the Securities Act or Exchange Act, or (iv) the Company is actively engaged in discussions with underwriters with respect to a registered underwritten public offering of the Company’s securities for the Company’s account with respect to which the Requesting Holders will be able to participate under Section 2.02 and is proceeding with reasonable diligence to effect such offering as expeditiously as possible, then the Company shall have the right to defer such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after receipt of the request of the Initial Requesting Holders (such period of deferral under this Section 2.01(d), the “Postponement Period”); provided, that the Postponement Period, taken together with any Suspension Period pursuant to Section 2.05(c), shall not exceed one hundred and twenty (120) days in any 365-day period.
Sample 1
Delay for Disadvantageous Condition. If, in connection with any registration requested pursuant to a Registration Demand, the Parent provides a certificate to the Requesting Holders, signed by the President or Chief Executive Officer of the Parent and stating that, in the good-faith judgment of a majority of the Board, it would be materially detrimental to the Parent or the Parent Shareholders for such Registration Statement either to become effective or to remain effective for as long as such Registration Statement otherwise would be required to remain effective, or if the Parent is prohibited by the terms of any applicable underwriting or securities purchase agreement, then the Parent shall have the right to defer taking action with respect to such Registration Statement and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that (i) the aggregate number of days in all such delay periods in any period of 12 consecutive months shall not exceed 60 days and (ii) at least 45 days shall elapse between the termination of any delay period and the commencement of the immediately succeeding delay period.
Sample 1
Delay for Disadvantageous Condition. If, in connection with any registration requested pursuant to a Registration Demand, the Parent provides a certificate to the Requesting Holders, signed by the President or Chief Executive Officer of the Parent and stating that, in the good-faith judgment of a majority of the Board, it would be materially detrimental to the Parent or the Parent Shareholders for such Registration Statement either to become effective or to remain effective for as long as such Registration Statement otherwise would be required to remain effective, or if the Parent is prohibited by the terms of any applicable underwriting or securities purchase agreement, then the Parent shall have the right to defer taking action with respect to such Registration Statement and any time periods with respect to filing or 11 effectiveness thereof shall be tolled correspondingly; provided, however, that (i) the aggregate number of days in all such delay periods in any period of 12 consecutive months shall not exceed 60 days and (ii) at least 45 days shall elapse between the termination of any delay period and the commencement of the immediately succeeding delay period. (f) Limitation on Successive Registrations. The Parent shall not be required to effect a registration of Registrable Securities pursuant to (i) Section 3.2(c) or Section 3.2(d), for a period of 90 days immediately following the effective date of any Registration Statement filed pursuant to this Article 3 and in no event shall the Parent be required to file more than three Registration Statements pursuant to Section 3.2(d) during any 12‑month period. (g)
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Related to Delay for Disadvantageous Condition

  • Suspension for Non-Payment Pilot reserves the right to suspend some or all of the service(s) it provides if Customer fails to pay its xxxx upon thirty (30) days’ written notice. Pilot does not charge service reconnection fees, and services are typically restored immediately upon receipt of payment.

  • Six Month Delay for Specified Employees If any payment, compensation or other benefit provided to the Executive in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a “specified employee” as defined in Section 409A, no part of such payments shall be paid before the day that is six months plus one day after the Executive’s date of termination or, if earlier, the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

  • Burdensome Condition None of the approvals, consents or waivers of any Governmental Entity required to permit consummation of the transactions contemplated by this Agreement shall contain any condition or requirement that would so materially and adversely impact the economic or business benefits to Purchaser of the transactions contemplated hereby that, had such condition or requirement been known, Purchaser would not, in its reasonable judgment, have entered into this Agreement.

  • Rates Applicable After Default Notwithstanding anything to the contrary contained in Section 2.9 or 2.10, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring consent of affected Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued as a LIBOR Rate Advance. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring consent of affected Lenders to changes in interest rates), declare that (i) each LIBOR Rate Advance shall bear interest for the remainder of the applicable Interest Period at the LIBOR Rate otherwise applicable to such LIBOR Rate Advance for such Interest Period plus 4% per annum and (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate otherwise applicable to the Floating Rate Advance plus 4% per annum; provided, however, that the Default Rate shall become applicable automatically if a Default occurs under Section 7.1 or 7.2, unless waived by the Required Lenders.

  • Partial Disposal During Term of Service Agreement Throughout the Term of the Service Agreement, LEA may request partial disposal of Student Data obtained under the Service Agreement that is no longer needed. Partial disposal of data shall be subject to LEA’s request to transfer data to a separate account, pursuant to Article II, section 3, above.

  • Section 409A Compliance (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.

  • Suspension for Ongoing Harm Oracle may suspend Customer’s or Users’ access to, or use of, the Services if Oracle believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b) Customer or Users are accessing or using the Services to commit an illegal act; or (c) there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted, Oracle will provide Customer with advance notice of any such suspension. Oracle will use reasonable efforts to re-establish the Services promptly after Oracle determines that the issue causing the suspension has been resolved. During any suspension period, Oracle will make Customer Data (as it existed on the suspension date) available to Customer. Any suspension under this Section shall not excuse Customer from Customer’s obligation to make payments under this Agreement.

  • Change in Condition There occurs any event or a change in the condition or affairs, financial or otherwise, of Borrower which, in the reasonable opinion of Lender, impairs Lender's security or ability of Borrower to discharge its obligations hereunder or which impairs the rights of Lender in such Collateral.

  • NO EXPECTATION OF CONTINUED EMPLOYMENT BEYOND TERM OF CONTRACT Neither this contract nor any Board Policy, rule or evaluation procedure shall confer upon the Employee continued employment beyond the term provided in this contract.

  • Replacement of a Defaulting Lender (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five Business Days’ prior written notice to the Facility Agent and such Lender:

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