Common use of Deferral Clause in Contracts

Deferral. If: (i) in the good faith judgment of the Board of Directors of the 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 and/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 one (1) time in any twelve-month period.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Opti-Harvest, Inc.), Investors’ Rights Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.)

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Deferral. If: If (i) in the good faith judgment of the Board of Directors of the 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 and/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 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 one (1) time twice in any twelve-month period.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Northumberland Resources, Inc.), Investors’ Rights Agreement (Northumberland Resources, Inc.), Registration Rights Agreement (U S Wireless Data Inc)

Deferral. If: If (i) in the good faith judgment of the Board of Directors of the Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and its shareholders 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 and/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 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 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 one (1) time twice in any twelve-twelve (12) month period.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Cardiva Medical, Inc.), Investors’ Rights Agreement (Cardiva Medical, Inc.)

Deferral. If: If (i) in the good faith judgment of the Board board of Directors directors of the Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of Directors 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 and/or Chief Executive Officer chief executive officer or chief financial 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(c)(ii) 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 Holdersinitiating Holder(s), and, provided further, that the Company shall not defer its obligation in this manner more than one (1) time twice in any twelve-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement (LiveRamp Holdings, Inc.), Registration Rights Agreement (LiveRamp Holdings, Inc.)

Deferral. If: If (i) in the good faith judgment of the Board of Directors of the 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 and/or Chief Executive Officer Chairman of the Board of Directors 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 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 one (1) time twice in any twelve-month period.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Achaogen Inc), Investors’ Rights Agreement (Achaogen Inc)

Deferral. If: If (i) in the good faith judgment of the Board of Directors of the Company, the filing of a registration statement covering the Registrable Securities would be materially seriously detrimental to the Company and its stockholders, and the 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 to such Holders a certificate signed by the President and/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 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)(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 one (1) time once in any twelve-month period.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Mulesoft, Inc), Investors’ Rights Agreement (Mulesoft, Inc)

Deferral. If: If (i) in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board of Directors”), 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 and/or Chief Executive Officer of the Company stating that in the good faith judgment of the 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 one (1) time once in any twelve-month period.

Appears in 2 contracts

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

Deferral. If: If (i) in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), 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 taking of any action with respect to the filing of such registration statement at such time, and (ii) the Company shall furnish furnishes to such Holders requesting a registration pursuant to Section 2.1 a certificate signed by the President and/or 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 taking action with respect to 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 one (1) time twice in any twelve-month period.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (CRISPR Therapeutics AG)

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Deferral. If: If (i) in the good faith judgment of the Board board of Directors directors of the Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of Directors 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 and/or or Chief Executive Financial 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)(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 one (1) time two times in any twelve-month period.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Establishment Labs Holdings Inc.)

Deferral. If: If (i) in the good faith judgment of the Board of Directors of the 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 and/or President, Chairman 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)(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 one (1) time twice in any twelve-twelve month period.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Raindance Technologies Inc)

Deferral. If: If (i) in the good faith judgment of the Board board of Directors directors of the Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of Directors 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 and/or Chief Executive Officer chief executive officer or chief financial officer of the Company stating that in the good faith judgment and in the exercise of the Board fiduciary duties of Directors 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(c)(ii) 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 initial request of the Initiating Holders, and, initiating Holder(s); provided further, that the Company shall not defer its obligation in this manner more than one (1) time twice in any twelve-month twelve (12)-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (LiveRamp Holdings, Inc.)

Deferral. If: If (i) in the good faith judgment of the Board board of Directors directors of the Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the Board board of Directors 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 and/or Chief Executive Officer chief executive officer or chief financial 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(c)(ii) 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 Holdersinitiating Holder(s), and, provided further, that the Company shall not defer its obligation in this manner more than one (1) time once in any twelve-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Acxiom Corp)

Deferral. If: (iIf(i) in the good faith judgment of the Board of Directors of the Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and its shareholders 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 and/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 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 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 one (1) time twice in any twelve-twelve (12) month period.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Cardiva Medical, Inc.)

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