Common use of Grace Periods Clause in Contracts

Grace Periods. Notwithstanding anything to the contrary herein, at any time after a registration statement has been declared effective by the SEC, the Company may delay the disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and upon the advice of its counsel, in the best interest of the Company and, upon the advice of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Holders in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to the Holders) and the date on which the Grace Period will begin, and (ii) notify the Holders in writing of the date on which the Grace Period ends; and, provided further, that during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty-five (35) days (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the notice referred to in clause (i) and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) and the date referred to in such notice. The Company may delay the filing or effectiveness or suspend the use or effectiveness of any registration statement (and the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such Registration Statement), and the provisions of Section 10 and 11 shall not be applicable, during the period of any Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Ordinary Shares to a transferee of a Holder for any sale of Registrable Securities made under a registration statement or pursuant to Rule 144 with respect to which a Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable registration statement, prior to the Holder’s receipt of the notice of a Grace Period and for which the Holders has not yet settled.

Grace Periods. Notwithstanding anything to the contrary herein, at any time after a registration statement Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material, material non-public information concerning the Company if the disclosure of which such information at the time is not, in the good faith opinion judgment of the Board of Directors of the Company and upon the advice of its counselCompany, in the best interest interests of the Company and, upon the advice of counsel to the Company, otherwise required (a “Grace Period”); provided, that however, the Company shall promptly (i) notify the Holders in writing of the existence of material, material non-public information giving rise to a Grace Period (provided that in each notice the Company will shall not disclose the content of such material, material non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which the such Grace Period will begin, and (ii) notify the Holders in writing of the date on which the Grace Period ends; andprovided, provided further, that no single Grace Period shall exceed thirty (30) consecutive days, and during any three hundred sixty sixty-five (365) day period such period, the aggregate of all Grace Periods shall not exceed an aggregate of thirty-five sixty (3560) days (each, each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period abovePeriod, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) above and the date referred to in such notice. The Company may delay the filing or effectiveness or suspend the use or effectiveness of any registration statement (and the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such Registration Statement); provided, and the provisions of Section 10 and 11 however, that no Grace Period shall not be applicable, during the period of any longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause its transfer agent the Transfer Agent to deliver unlegended Ordinary Shares shares of Common Stock to a transferee of a Holder for in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities made under a registration statement or pursuant to Rule 144 with respect to which a Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable registration statement, sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holders Holder has not yet settled.

Grace Periods. Notwithstanding anything to the contrary herein, at any time after a registration statement the Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material, material non-public information concerning the Company if the disclosure of which such information at the time is not, in the good faith opinion judgment of the Board of Directors of the Company and upon the advice of its counselCompany, in the best interest interests of the Company and, upon the advice of counsel to the Company, otherwise required (a “Grace Period”); provided, that however, the Company shall promptly (i) notify the Holders in writing of the existence of material, material non-public information giving rise to a Grace Period (provided that in each notice the Company will shall not disclose the content of such material, material non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which the such Grace Period will begin, and (ii) notify the Holders in writing of the date on which the Grace Period ends; andprovided, provided further, that no single Grace Period shall exceed forty-five (45) consecutive days, and during any three hundred sixty sixty-five (365) day period such period, the aggregate of all Grace Periods shall not exceed an aggregate of thirty-five ninety (3590) days (each, each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period abovePeriod, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) above and the date referred to in such notice. The Company may delay the filing or effectiveness or suspend the use or effectiveness of any registration statement (and the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such Registration Statement); provided, and the provisions of Section 10 and 11 however, that no Grace Period shall not be applicable, during the period of any longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause its transfer agent the Company’s Transfer Agent to deliver unlegended Ordinary Shares shares of Common Stock to a transferee of a Holder for in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities made under a registration statement or pursuant to Rule 144 with respect to which a Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable registration statement, sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holders Holder has not yet settled.

Grace Periods. Notwithstanding anything to the contrary herein, at any time after a registration statement any Registration Statement (as defined below) has been declared effective by the SEC, the Company may delay the disclosure of material, material non-public information concerning the Company if the disclosure of which such information at the time is not, in the good faith opinion judgment of the Board of Directors of the Company and upon the advice of its counselCompany, in the best interest interests of the Company and, upon the advice of counsel to the Company, otherwise required (a “Grace Period”); provided, that however, the Company shall promptly (i) notify the Holders holders of Registrable Securities in writing (including via facsimile or other electronic transmission) of the existence of material, material non-public information giving rise to a Grace Period (provided that in each notice the Company will shall not disclose the content of such material, material non-public information to the Holdersholders) or the need to file a supplement or post-effective amendment, as applicable, and the date on which the such Grace Period will begin, and (ii) notify the Holders holders of Registrable Securities in writing (including via facsimile or other electronic transmission) of the date on which the Grace Period ends; andprovided, provided further, that no single Grace Period shall exceed thirty (30) consecutive days, and during any three hundred sixty sixty-five (365) day period such period, the aggregate of all Grace Periods shall not exceed an aggregate of thirty-five sixty (3560) days (each, each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period abovePeriod, the Grace Period shall be deemed to begin on and include the date the Holders holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders holders receive the notice referred to in clause (ii) above and the date referred to in such notice. The Company may delay the filing or effectiveness or suspend the use or effectiveness of any registration statement (and the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such Registration Statement); provided, and the provisions of Section 10 and 11 however, that no Grace Period shall not be applicable, during the period of any longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Ordinary Shares to a transferee of a Holder for any sale of Registrable Securities made under a registration statement or pursuant to Rule 144 with respect to which a Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable registration statement, prior to the Holder’s receipt of the notice of a Grace Period and for which the Holders has not yet settled.

Grace Periods. Notwithstanding anything to the contrary herein, at any time after a registration statement Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material, material non-public information concerning the Company if the disclosure of which such information at the time is not, in the good faith opinion judgment of the Board of Directors of the Company and upon the advice of its counselCompany, in the best interest interests of the Company and, upon the advice of counsel to the Company, otherwise required (a “"Grace Period”"); provided, however, that the Company shall promptly (i) notify the Holders in writing of the existence of material, material non-public information giving rise to a Grace Period (provided that in each notice the Company will need not disclose the content of such material, material non-public information to the Holders) and the date on which the Grace Period will begin, and (ii) notify the Holders in writing of the date on which the Grace Period ends; and, provided further, that no single Grace Period shall exceed forty-five (45) consecutive days, during any three hundred sixty sixty-five (365) day period such period, the aggregate of all of the Grace Periods shall not exceed an aggregate of thirty-five sixty (3560) days and the first day of any Grace Period must be at least two (each, 2) trading days after the last day of any prior Grace Period (an “"Allowable Grace Period”"). For purposes of determining the length of a Grace Period abovePeriod, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) and the date referred to in such notice. The Company may delay the filing or effectiveness or suspend the use or effectiveness of any registration statement (and the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such Registration Statement); provided, and the provisions of Section 10 and 11 however, that no Grace Period shall not be applicable, during the period of any longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Ordinary Shares to a transferee of a Holder for any sale of Registrable Securities made under a registration statement or pursuant to Rule 144 with respect to which a Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable registration statement, prior to the Holder’s receipt of the notice of a Grace Period and for which the Holders has not yet settled.