Common use of Deferral Clause in Contracts

Deferral. If the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) it would be 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)(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 4 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (Corium International, Inc.), Investors’ Rights Agreement (Corium International, Inc.)

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Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, 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 (the “Board”) Company, it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 3 contracts

Samples: Joinder Agreement, Joinder Agreement (Aquantia Corp), Joinder Agreement (Aquantia Corp)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 5.2, 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 (the “Board”) Company, it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) above) the Company shall have the right to defer such filing or the effectiveness of the registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve month period.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Southwall Technologies Inc /De/), Stock Purchase Agreement (GMX Associates Pte LTD), Stock Purchase Agreement (GMX Associates Pte LTD)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting the filing of a Registration Statement pursuant to this Section 2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board board of Directors directors of the Company (the “Board”) Company, it would be seriously detrimental to the Company and its shareholders for such registration statement Registration Statement to be filed in the near future and that it is, therefore, in the best interests of the Company is therefore essential to defer the filing of such registration statementRegistration Statement, then (in addition to the limitations set forth in Section 2.1(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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period; and provided further, that during such sixty (60) day period the Company shall not file a registration statement with respect to the public offering of securities of the Company or any other selling shareholder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Atec Group Inc), Capital Stock Exchange Agreement (Talram Corp)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 1.2 a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company (the “BoardBoard of Directors) ), it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 2 contracts

Samples: Rights Agreement (Entropic Communications Inc), Rights Agreement (Entropic Communications Inc)

Deferral. If Notwithstanding the foregoing, if the Company -------- shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company (the “Board”) Company, it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided further-------- however, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-------- twelve (12) month period.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Centaur Pharmaceuticals Inc), Investors' Rights Agreement (Centaur Pharmaceuticals Inc)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 3(a), a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company (the “Board”) Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed in the near future at such time and that it is, therefore, in the best interests of the Company is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 2 contracts

Samples: Investor Rights Agreement (Clearwire Corp), Investor Rights Agreement (Clearwire Corp)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.3, a certificate signed by the Chief Executive Officer a Representative Director of the Company stating that in the good faith judgment of the Board board of Directors directors of the Company (the "Board”) "), it would be materially detrimental to the Company and its shareholders 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 statementfiled, then (in addition to the limitations set forth in Section 2.1(b)(iv) above) the Company shall have the right to defer such filing registration of the Registrable Securities required to be registered by the Initiating Holders for a period of not more than ninety (90) days after receipt of the request of the Initiating initiating Holders; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 2 contracts

Samples: Preferred Stock Investors Rights Agreement (WiderThan Co., Ltd.), Agreement (WiderThan Co., Ltd.)

Deferral. If Notwithstanding the foregoing, if the Company shall -------- furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, 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 (the “Board”) Company, it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided furtherhowever, that -------- ------- the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 2 contracts

Samples: Rights Agreement (Asymetrix Learning Systems Inc), Series a Preferred Stock Purchase Agreement (Asymetrix Learning Systems Inc)

Deferral. If Notwithstanding the foregoing, if the Company -------- shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 1.2 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 (the “Board”) Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided further-------- however, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-------- twelve (12) month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Organicnet Inc)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting the filing of a Registration Statement pursuant to this Section 2.2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board board of Directors directors of the Company (the “Board”) Company, it would be seriously detrimental to the Company and its shareholders for such registration statement Registration Statement to be filed in the near future and that it is, therefore, in the best interests of the Company is therefore essential to defer the filing of such registration statementRegistration Statement, then (in addition to the limitations set forth in Section 2.1(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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period; and provided further, that during such sixty (60) day period the Company shall not file a registration statement with respect to the public offering of securities of the Company or any other selling shareholder.

Appears in 1 contract

Samples: Rights Agreement (Tengtu International Corp)

Deferral. If Notwithstanding the foregoing, if the Company shall -------- furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, 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 (the “Board”) Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided furtherhowever, that -------- ------- the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 1 contract

Samples: Series B Preferred Stock Exchange Agreement (Asymetrix Learning Systems Inc)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, 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 (the “Board”) ), it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Dropbox, Inc.)

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Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, 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 (the “Board”) Company, it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.. Notwithstanding anything to the contrary herein, the Company shall not be obligated to effect a demand registration under this Section 2.2 during the

Appears in 1 contract

Samples: Investors’ Rights Agreement (Leadis Technology Inc)

Deferral. If Notwithstanding the foregoing, if the Company shall -------- furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, 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 (the “Board”) Company, it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided furtherhowever, that -------- ------- the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 1 contract

Samples: S Rights Agreement (Marketfirst Software Inc)

Deferral. If Notwithstanding anything to the contrary contained in this Section 2.2, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, 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 (the “Board”) Company, it would be seriously 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 essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 1 contract

Samples: Investor Rights Agreement (Net Value Holdings Inc)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 1.2, a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board of Directors of the Company (the “Board”) Company, it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner deferral right more than once in any twelve-twelve (12) month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Vendingdata Corp)

Deferral. If Notwithstanding the foregoing, if the Company -------- shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, 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 (the “Board”) Company, it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 1 contract

Samples: Rights Agreement (Inktomi Corp)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.1(b), 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 (the “Board”) Company, it would be detrimental to the Company and its shareholders for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 1 contract

Samples: Rights Agreement (Ardent Acquisition CORP)

Deferral. If Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 1.2 a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the Board board of Directors directors of the Company (the “BoardBoard of Directors) ), it would be seriously 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 is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(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; provided, and, provided furtherhowever, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-twelve (12) month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Ambrx Inc)

Deferral. If Notwithstanding the foregoing, if the Company -------- shall furnish to Holders requesting the Initiating Holders filing of a registration statement pursuant to this Section 2.2, 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 (the “Board”) Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company is therefore essential to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) 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; provided, and, provided further-------- however, that the Company shall may not defer its obligation in utilize this manner right more than once in any twelve-------- twelve (12) month period.

Appears in 1 contract

Samples: Investors' Rights Agreement (Alladvantage Com Inc)

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