Common use of Delay by Company Clause in Contracts

Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and in such event the Company shall not be required to effect any such requested registration until 120 days after the effective date of such proposed underwritten public offering; (ii) within 120 days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.3 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding 120 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.

Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 4.1.1 above if (i) the Company receives a such request for registration under Section 1.1.1 less than 90 within one hundred twenty (120) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board 's board of Directors directors prior to the Company’s 's receipt of the request and in such event the Company shall not be required to effect any such requested registration until 120 days after the effective date of such proposed underwritten public offeringrequest; (ii) within 120 days twelve (12) months prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders Stockholders had the right to participate pursuant to this Section 1.1 4.1 or Section 1.3 4.2 hereof; or (iii) the Board board of Directors directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 4.1.2(iii) for a period not exceeding 120 days six (6) months (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer ). The Company shall promptly notify in writing the Stockholders requesting registration of any decision not to effect any such filing request for registration pursuant to this Section 14.1.2, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Stockholders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a such request for registration under Section 1.1.1 less than 90 within one hundred twenty (120) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board 's board of Directors directors prior to the Company’s 's receipt of the request and in such event the Company shall not be required to effect any such requested registration until 120 days after the effective date of such proposed underwritten public offeringrequest; (ii) within 120 days twelve (12) months prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders Stockholders had the right to participate pursuant to this Section 1.1 or Section 1.3 1.2 hereof; or (iii) the Board board of Directors directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 1.1.2(iii) for a period not exceeding 120 days six (6) months (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer ). The Company shall promptly notify in writing the Stockholders requesting registration of any decision not to effect any such filing request for registration pursuant to this Section 11.1.2, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Stockholders as soon as a demand registration may be effected.