Delay in Filing Sample Clauses
The "Delay in Filing" clause defines the procedures and consequences when a party fails to submit required documents or filings within specified deadlines. Typically, this clause outlines acceptable reasons for delay, any grace periods, and potential penalties or remedies, such as extensions or waivers, that may be available. Its core function is to manage expectations and responsibilities regarding timely submissions, thereby reducing disputes and ensuring the smooth progression of contractual or regulatory processes.
Delay in Filing. The Company may delay the filing of the Registration Statement in connection with a Demand Registration for a period of not more than 120 days upon the advice of the investment bankers and managers that will administer the offering that a delay is necessary or appropriate under the circumstances to prevent a material adverse effect on the Company. The Company may not use this right to delay more than once during the term of this Agreement.
Delay in Filing. If the Company furnishes to the Initiating Holders requesting a registration pursuant to Section (a) or Section (b) a certificate signed by the chief executive officer or the chief financial officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (after consultation with external legal counsel) it would have a material adverse effect on the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective because such action would (i) materially and adversely interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company; (ii) require premature disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential and which would be required to be made in, or incorporated into, such registration statement so that such registration statement would not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in each case, the Company shall have the right, upon giving prompt written notice of such action to the Initiating Holders requesting such registration, to delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such registration statement, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than forty five (45) days after the request of the Initiating Holders is given; provided that the Company may not invoke this right only once in any twelve (12) month period; provided, further, that the Company shall not deliver a suspension notice pursuant to this Section (e) unless all of the Company’s executive officers and directors are similarly prohibited from effecting any public sales of securities of the Company beneficially owned by them for the duration of such suspension period; and provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such forty five (45) day period other than pursuant to a registration relating to the sale of s...
Delay in Filing. Notwithstanding the foregoing, if the Company shall furnish to Purchaser and the Holders requesting a registration statement pursuant to this section, a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for the period of time which the Board of Directors of the Company, in consultation with its legal counsel determine, to be the shortest period reasonably necessary to avoid such detriment to the Company, which in any event shall not exceed 120 days following receipt of the request of the Purchaser.
Delay in Filing. Notwithstanding the foregoing, the Company may delay in filing a registration statement in connection with a Demand Registration and may withhold efforts to cause the registration statement to become effective, if the Company determines in good faith that such registration might (1) interfere with or affect the negotiation or completion of any transaction or other material event that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company's stockholders. The Company may exercise such right to delay or withhold efforts not more than twice in any twelve (12) month period and for not more than ninety (90) days at a time. If, after a registration statement becomes effective, the Company advises the holders of registered shares that the Company considers it appropriate for the registration statement to be amended, the holders of such shares shall suspend any further sales of their registered shares until the Company advises them that the registration statement has been amended. The 180-day time period referred to in Section 6(a)(3) during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of business days during which the right to sell shares was suspended pursuant to the preceding sentence.
Delay in Filing. Notwithstanding the foregoing, the Company may delay in filing a registration statement in connection with a Demand Registration and may withhold efforts to cause the registration statement to become effective, if the Company determines in good faith that such registration might involve initial or continuing disclosure obligations that the Board of Directors of the Company determines, in good faith, will not be in the best interest of the Company's stockholders. The Company may exercise such right to delay or withhold efforts not more than once in any twelve (12) month period and for not more than ninety (90) days at a time. If, after a registration statement becomes effective, the Company advises the holders of registered shares that the Company considers it appropriate for the registration statement to be amended, the Company shall use its best efforts to amend such registration statement, and the holders of such shares shall suspend any further sales of their registered shares until the Company advises them that the amended registration statement has been declared effective.
Delay in Filing. (i) The Company may delay the filing of the registration statement in connection with each Demand Registration for a period of not more than 120 days upon the advice of the investment banker(s) and manager(s) that will administer the offering that a delay is necessary or appropriate under the circumstances. The Company may not use this right to delay more than once with respect to any Demand Registration.
(ii) With respect to Series E Special Demand Registrations made pursuant to Section 3(a)(ii) above, in the event that (i) the Company would, in accordance with advice of its outside counsel, be required to disclose in the prospectus contained in such registration statements information not otherwise then required by law to be publicly disclosed; and (ii) in the good faith judgment of the Company's Board of Directors, in accordance with advice of its outside counsel and financial advisors, there is reasonable likelihood that such disclosure, or any other action to be taken in connection with such prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger or similar transaction involving the Company, the filing or continued effectiveness of the registration statements referred to above may be delayed by the Company during no more than three non-consecutive periods each aggregating not more than 30 days in any twelve-month period, provided that in one circumstance during a twelve-month period -------- two such 30-day periods may be consecutive; and provided that the -------- Company shall delay during any such blackout period the filing or effectiveness of any other registration statement required pursuant to the registration rights of the holders of any other securities of the Company.
Delay in Filing. Notwithstanding the foregoing, if the Company furnishes to Investor a certificate signed by the chief executive officer or the chief financial officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (after consultation with external legal counsel) it would have a material adverse effect on the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, the Company shall have the right, upon giving prompt written notice of such action to Investor, to delay the filing for up to sixty (60) days or initial effectiveness (but not the preparation) of, or suspend use of, such registration statement. If the Company so delays the filing or the effectiveness of, or suspends the use of, a registration statement, Investor shall be entitled, within five (5) days after receipt of such written notice, to withdraw such registration request and, if such registration request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2.1(c).
Delay in Filing. The Company may delay for a period of up to 30 days the filing of any Registration Statement pursuant to this Article 2 if its Board determines in good faith that such filing would require disclosure of material, non-public information that the Company has a valid business purpose for retaining as confidential. In the case of any such delay, the time periods referred to in Section 2.03 shall be tolled during the period of time of any such delay. If the Company delays the filing of any Registration Statement, it shall immediately notify the Coordinating Committee, indicating the determination of the Board and the anticipated delay. If the Company delays the filing of any Registration Statement and such material information is subsequently publicly disclosed by the Company or is no longer determined by the Board to be material, the Company shall immediately notify the Coordinating Committee of such fact, at which time the delay permitted by this Section 2.04 shall cease.
Delay in Filing. Notwithstanding the foregoing, the Company may delay in filing a registration statement in connection with a Demand Registration and may withhold efforts to cause the registration statement to become effective, if the Company’s board of directors determines in good faith (as certified to the Shareholders in writing by the chairman of the board of the Company) that such registration would be seriously detrimental to the Company because (1) it would interfere with or affect the negotiation or completion of any transaction or other material event that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, (2) it would involve initial or continuing disclosure obligations that would not be in the best interest of the Company’s shareholders or (3) the Nasdaq Biotechnology Index is, at the time of the proposed registration, below 850 points (on a 1000 point scale), which delay may only be implemented during the one year period beginning on the first anniversary of the date hereof. The Company may exercise such right to delay or withhold efforts not more than twice in any twelve (12) month period and for not more than ninety (90) days at a time. If, after a registration statement becomes effective, the Company advises the Shareholders that the Company considers it appropriate for the registration statement to be amended, the holders of such shares shall suspend any further sales of their registered shares until the Company advises them that the registration statement has been amended. The time period referred to in 5.01(c) during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of business days during which the right to sell shares was suspended pursuant to the preceding sentence.
Delay in Filing. If the Registration Statement is not filed with the SEC by the date specified in Section 7.2(a), then for each 30-day period following such date, until the date the Registration Statement is filed, the Company shall, for such period, pay each Purchaser, as liquidated damages and not as a penalty, an amount equal to 3.0% of the purchase price of the Common Shares purchased by such Purchaser hereunder, for such period (or prorated for any partial period); and for any such period, such payment shall be made no later than the first business day of the calendar month next succeeding the last month in which such period occurs. If the Registration Statement is not declared effective by the date specified in Section 7.2(b), then for each 30-day period following such date, until the date the Registration Statement is declared effective, the per-share exercise price of the Warrants shall be decreased by $0.10 (as adjusted for stock splits, combinations, dividends and the like). The parties hereto agree that the liquidated damages provided for in this Section 7.4 constitute a reasonable estimate of the damages that may be incurred by the Purchasers by reason of the failure of the Registration Statement to be filed in accordance with the provisions hereof.