Delay Periods. The Company shall be entitled to postpone the ------------- filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this section 2, or suspend the use of any effective registration statement under this section 2, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if any executive officer of the Company determines that in such executive 5 officer's reasonable good faith judgment the registration and distribution of the Registrable Securities covered or to be covered by such registration statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Initiating Holder written notice of such determination, and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of 180 days and (ii) a period of at least 90 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period. Immediately upon receipt of a written notice of suspension, each holder of Registrable Securities shall cease all disposition efforts with respect to Registrable Securities held by such holder. If the Company shall so postpone the filing of a registration statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Requests for registration to which the Initiating Holder of Registrable Shares is entitled pursuant to this section 2). The time period for which the Company is required to maintain the effectiveness of any registration statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration stateme...
Delay Periods. Upon written notice to the Holders of Registrable Securities, (x) the Company shall be entitled to suspend, for a period of time, the use of any Registration Statement or Prospectus if the Board of Directors determines in its good faith judgment, after consultation with counsel, that the Registration Statement or any Prospectus may contain an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement or Prospectus not misleading and (y) the Company shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference if the Board of Directors determines in its good faith judgment, after consultation with counsel, that such amendment would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction, in each case that is material to the Company (in case of each clause (x) and (y), a “Delay Period”); provided that (A) the duration of all Delay Periods may not exceed ninety (90) days in the aggregate in any 12-month period and (B) the Company shall use commercially reasonable efforts to amend the Registration Statement and/or Prospectus to correct such untrue statement or omission as soon as reasonably practicable.
Delay Periods. Notwithstanding the provisions of Section 1 above, the Company shall have the right to suspend the filing, effectiveness or use of the Registration Statement for a reasonable length of time not to exceed 90 calendar days (a "Delay Period") from time to time if the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, provided, that the Company may not exercise such deferral right pursuant to this Section 2 more than once in any twelve month period. The Company shall provide written notice at or prior to commencement of a Delay Period and promptly upon the end of any Delay Period to each holder of Registrable Shares covered by the Registration Statement and such holders shall cease all disposition efforts with respect to Registrable Shares held by them immediately upon the beginning of any Delay Period until notified of the end of such Delay Period.
Delay Periods. Notwithstanding any other provision of this Agreement, the Company shall have the right to delay the filing or effectiveness of the Registration Statement or refuse the use of the Warrant Registration Statement (a "DELAY PERIOD") and thereby delay the exercise of the Warrant by the Holder thereof for a reasonable length of time (but in any case not to exceed 90 days in any calendar year) and from time to time, if the Company's Board of Directors or senior management determine, with respect to the advisability (as determined in good faith) of deferring public disclosure of material corporate developments or other information, that use of the Warrant Registration Statement and the disclosure required to be made therein would not be in the best interests of the Company at such time. The Company shall use its reasonable efforts to minimize the length of any Delay Period. In the event a Delay Period(s) occurs during the 90 days preceding the third anniversary of the Issue Date, the Registration Period shall be extended by the number of days in any such Delay Period(s) occurring during such 90-day period; provided that the Registration Period shall in any event terminate at such time as all of the Warrant Shares have been issued.
Delay Periods. No less than ten (10) days before any Subsequent Closing, the Company may elect at its sole option to delay that and all other Subsequent Closings for a period (the “Delay Period”) of up to six (6) calendar months by giving notice of such Delay Period to Seaside and paying Seaside $100,000. The Company’s rights to elect a Delay Period shall be limited to once in each of the Initial Term, the First Extended Term and the Second Extended Term. In the event of such a Delay Period, the scheduled dates of each following Subsequent Closing (and the scheduled expiration of the Initial Term, the First Extended Term and/or the Second Extended Term, as applicable) shall be appropriately adjusted so that the previously scheduled Closings shall resume on the 5th and 20th of each month following the expiration of the Delay Period (or, if any such day is not a Trading Day, then the first day thereafter that is a Trading Day), without any reduction in the number of Closings otherwise occurring.”
Delay Periods. No less than twenty (20) days before any Subsequent Closing, the Company may elect at its sole option to delay that and all other Subsequent Closings for a period (the “Delay Period”) of up to six (6) months by giving notice of such Delay Period to Seaside and paying Seaside $100,000. The Company’s rights to elect a Delay Period shall be limited to once in each of the Initial Term, the First Extended Term and the Second Extended Term.
Delay Periods. The Company shall be entitled to Postpone the ------------- filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this section 2.1, or suspend the use of any effective registration statement under this section 2.1, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if (i) such postponement or suspension is required by applicable law arising from events outside of the control of the Company or (ii) any senior executive officer of the Company determines that in such senior executive officer's reasonable good faith judgment the registration and distribution of the Registrable Securities covered or to be covered by such registration statement would interfere with any pending material financing, acquisition, corporate reorganization, business combination, joint venture, strategic alliance, commercial alliance, customer contract or other transaction involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the initiating Holders written notice of such determination, and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the
Delay Periods. If at any time after the effectiveness of a registration statement under Section 7.2 or 7.3 but prior to the expiration of the related effectiveness period, counsel to Parent (which counsel shall be experienced in securities laws matters) determines in good faith that it is reasonable to conclude that the compliance by Parent with its disclosure obligations in connection with such registration statement may require the disclosure of information which the Board of Directors of Parent has identified as material and which the Board of Directors has determined that Parent has a bona fide business purpose for preserving as confidential, then Parent shall not be required to maintain the effectiveness thereof or amend or supplement such registration statement for a period (a "DELAY PERIOD") expiring three business days after the earlier to occur of (A) the date on which such material information is disclosed to the public or ceases to be material or Parent is able to so comply with its disclosure obligations and Commission requirements or (B) 90 days after Parent notifies Stockholder of such good faith determination. The effectiveness period of such registration statement will be extended for a period equal to the duration of such Delay Period. Parent will notify Stockholder of such Delay Period as soon as practicable after the Board of Directors makes such determination. Such notice shall state to the extent, if any, as is practicable, an estimate of the duration of such Delay Period. Stockholder agrees that (x) upon receipt of such notice of a Delay Period he will forthwith discontinue disposition of securities pursuant to such registration statement and (y) will not deliver any prospectus forming a part of the registration statement in connection with any sale of Registrable Securities until the expiration of such Delay Period.
Delay Periods. The Insurer would not expect delays to be any longer than reasonably necessary, and in any case, no longer than the maximum period stipulated in the current applicable ISA Regulations (currently 30 days).
Delay Periods
