Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 5 contracts
Samples: Rights Agreement (Juno Therapeutics, Inc.), Investors’ Rights Agreement (Juno Therapeutics, Inc.), Voting Agreement (Juno Therapeutics, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors of the Company (the “Board”)Directors, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month twelve (12)-month period.
Appears in 5 contracts
Samples: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(d)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, ; provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 5 contracts
Samples: Investor Rights Agreement (Eagle Pharmaceuticals, Inc.), Investor Rights Agreement (Eagle Pharmaceuticals, Inc.), Investor Rights Agreement (Smith Electric Vehicles Corp.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 5 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (Unity Biotechnology, Inc.), Investors’ Rights Agreement (GP Investments Acquisition Corp.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 4 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Zogenix, Inc.), Investors Rights Agreement (Acclarent Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the CompanyBoard, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (T2 Biosystems, Inc.), Investors’ Rights Agreement (T2 Biosystems, Inc.), Investors’ Rights Agreement (T2 Biosystems, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the board of directors of the CompanyBoard, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred (90100) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders (which includes the FF Beneficial Investor for so long as the FF Investor is a Holder) a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future for any such reason and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Eargo, Inc.), Investors’ Rights Agreement (Eargo, Inc.), Investors’ Rights Agreement (Eargo, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 3 contracts
Samples: Rights Agreement (Castle Biosciences Inc), Investors’ Rights Agreement (Castle Biosciences Inc), Investors’ Rights Agreement (Castle Biosciences Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 3 contracts
Samples: ’ Rights Agreement, Investors’ Rights Agreement (Appdynamics Inc), Investors’ Rights Agreement (Appdynamics Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Management Committee, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the applicable Registrant Company and the Board Management Committee concludes, as a result, that it is in the best interests of the such Registrant Company to defer the filing of such registration statement at such time, and (ii) the applicable Registrant Company shall furnish to such Holders Investor a certificate signed by the President president of the applicable Registrant Company stating that in the good faith judgment of the board of directors of the applicable Registrant Company, it would be materially detrimental to the applicable Registrant Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the such Registrant Company to defer the filing of such registration statement, then (in addition to then, the limitations set forth in Section 2.1(b)(v) above) the applicable Registrant Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersInvestor, and, provided further, that the such Registrant Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Nutracea), Rights Agreement (Nutracea), Investor Rights Agreement (Nutracea)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President chief executive officer of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders or, in the case of a filing pursuant to Section 2.3, not more than sixty (60) days after the receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner under this Section 2.1 and Section 2.3 more than once in any twelve-twelve month period.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc)
Deferral. If If: (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once one (1) time in any twelve-month period.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (iRhythm Technologies, Inc.), Investors’ Rights Agreement (iRhythm Technologies, Inc.), Investors’ Rights Agreement (iRhythm Technologies, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 3 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (Maxygen Inc), Investors’ Rights Agreement (Maxygen Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statementstatement (which notice shall not specify the nature of the event giving rise to such delay or suspension), then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for the shortest period of time determined in good faith by the Company to be necessary for such purpose, but in no event for a period of not more than ninety (90) days after receipt following such good faith determination by the Board of Directors of the request of the Initiating HoldersCompany, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Surrozen, Inc./De), Business Combination Agreement (Consonance-HFW Acquisition Corp.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the CompanyBoard, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Satsuma Pharmaceuticals, Inc.), ’ Rights Agreement (TrueCar, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “BoardBoard of Directors”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, time and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that that, in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, and provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month twelve (12)-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Asante Solutions, Inc.), Investors’ Rights Agreement (Asante Solutions, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing, and the time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two times in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Kinnate Biopharma Inc.), Investors’ Rights Agreement (Kinnate Biopharma Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-twelve (12) month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Ambarella Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Ritter Pharmaceuticals Inc), Investor Rights Agreement (Zagg INC)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Recursion Pharmaceuticals, Inc.), Investors’ Rights Agreement (Applied Molecular Transport LLC)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period. Any period of time that the Company defers its registration obligation pursuant to this Section 2.1(c) is referred to herein as a “Blackout Period.”
Appears in 2 contracts
Samples: Investor Rights Agreement (Phunware, Inc.), Investor Rights Agreement (Stellar Acquisition III Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Phaserx, Inc.), Investors’ Rights Agreement (Phaserx, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company Company, stating that that, in the good faith judgment of the board of directors of the CompanyBoard, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, Holder or Holders under this Section 2.2; provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 2 contracts
Samples: Registration Rights Agreement (Q Comm International Inc), Registration Rights Agreement (Q Comm International Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: ’ Rights Agreement (Semler Scientific, Inc.), ' Rights Agreement (Accuray Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (eASIC Corp), Investors’ Rights Agreement (eASIC Corp)
Deferral. If (i) in the good faith judgment of the board Board of directors of the Company (the “Board”)Directors, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) abovehereof) the Company shall have the right to defer such filing for a period of not more than ninety one hundred and twenty (90120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Allakos Inc.), Investors’ Rights Agreement (Allakos Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders the requesting Stockholder(s) a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, Company it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.2(b)(iii) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating HoldersStockholder(s), and, provided further, that the Company shall not defer its obligation in this manner more than once two times in any twelve-month period.
Appears in 2 contracts
Samples: Stockholders Rights Agreement, Stockholders Rights Agreement (WPP PLC)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company Company, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Rights Agreement (Adamas Pharmaceuticals Inc), Rights Agreement (Adamas Pharmaceuticals Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, provided provided, further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Quantenna Communications Inc), Investors' Rights Agreement (Quantenna Communications Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be (x) materially detrimental to interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the board of directors of the CompanyBoard, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred (90100) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Edgewise Therapeutics, Inc.), Investors’ Rights Agreement (Silverback Therapeutics, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (WayBetter, Inc.), Investors’ Rights Agreement (Upland Software, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Homeunion Holdings, Inc.), Registration Rights Agreement (API Technologies Corp.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.3(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 2 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (Sonos Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “BoardBoard of Directors”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once one (1) time in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Rights Agreement (COPsync, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors of the Company (the “Board”)Directors, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Tenaya Therapeutics, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(vSubsection 2.2(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Helios & Matheson Analytics Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors of the Company (the “Board”)Directors, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.. Table of Contents
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors of the Company (the “Board”)Directors, the filing of a effecting any registration on Form S-3 or any similar short form registration statement covering with respect to all or part of the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once one (1) time in any twelve12-month period and, in no event following the Company’s Initial Public Offering, shall the Company’s obligations to effect any registration pursuant to this Section 2.3 be deferred pursuant to Sections 2.1(b)(v) and/or 2.3(c) for more than six (6) months in any 12-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once one time in any twelve12-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v1.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Deferral. If (iA) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”excluding any interested directors), the filing of a registration statement under this Section 2(b) covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company (excluding any interested directors) concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (iiB) the Company shall furnish to such Holders Purchasers a certificate signed by the President Chief Executive Officer or the Chief Financial Officer of the Company stating that in the good faith judgment of the board Board of directors Directors of the CompanyCompany (excluding any interested directors), it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2(b)(ii) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating HoldersPurchasers, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-twelve (12) month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders the Holder a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersHolder, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month periodperiod and shall not defer its obligation in this manner following any such ninety (90) day deferral period for which the Holder has an outstanding request for registration until such outstanding request has been satisfied.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and its stockholders, and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company and its stockholders to defer the filing of such registration statement at such time, and (ii) the Company shall furnish furnishes to such the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company and its stockholders for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company and its stockholders to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Samples: Rights Agreement (Cvent Inc)
Deferral. If (i) in the good faith judgment of the board Board of directors of the Company (the “Board”)Directors, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.l(b)(iv) above) ), the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, further that the Company shall not defer its obligation in this manner more than once in any twelve-twelve (12) month periodperiod and provided further, the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than an Exempted Registration.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Foundation Medicine, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Peloton Therapeutics, Inc.)
Deferral. If If: (i) in the good faith judgment of the board Board of directors of the Company (the “Board”)Directors, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to to, the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) ), the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-twelve month periodperiod and provided further, the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than an Exempted Registration.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Aura Biosciences, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the CompanyBoard, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety forty-five (9045) days after receipt of the request of the Initiating HoldersInvestor, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Registerable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (PMV Pharmaceuticals, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.3(b)(iii) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the initial request of the Initiating Holdersa Holder, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the CompanyBoard, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above)) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period; and provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than registrations relating solely to the sale of securities of participants in Company stock plans or a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act).
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Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(vi) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days time to be reasonably determined by the board of directors of the Company after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
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Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-twelve month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (U.S. Auto Parts Network, Inc.)
Deferral. If (i) in the good faith judgment of the board Board of directors of the Company (the “Board”)Directors, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board of directors Board of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors Board of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Principia Biopharma Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two (2) times in any twelve-month period.
Appears in 1 contract
Samples: Investor Rights Agreement (Blue Marble Energy Corp)
Deferral. If (i) in the good faith judgment of the board Board of directors of the Company (the “Board”)Directors, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once one time in any twelve12-month period.
Appears in 1 contract
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, and, and provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Ritter Pharmaceuticals Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the CompanyBoard, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 1 contract
Samples: Investor Rights Agreement (Ambow Education Holding Ltd.)
Deferral. If (i) in the good faith judgment of the board Board of directors Directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b) above) the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once twice in any twelve-month period.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Genesis Financial Inc)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once two times in any twelve-month period.
Appears in 1 contract
Samples: Rights Agreement (MyDx, Inc.)
Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”)Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.
Appears in 1 contract
Samples: ’ Rights Agreement (Propell Technologies Group, Inc.)
