Common use of Delay Period Clause in Contracts

Delay Period. If at any time prior to the expiration of the Registration Period, the Company is advised in writing by a nationally recognized investment banking firm selected by the Company that, in such firm's opinion, sales of shares of Common Stock pursuant to the Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company having gross proceeds to the Company of at least $20,000,000, the Company shall not be required to maintain the effectiveness of the Registration Statement or amend or supplement the Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring upon the earliest to occur of (a) the abandonment of such financing, (b) 90 days after the completion of such financing or (c) the termination of any "hold back" or "lock-up" period (not exceeding 90 days) obtained by the underwriter(s) from any person in connection with such financing. The Company will give prompt written notice, in the manner prescribed by Section 12(b) hereof, to the Initial Investors 30 days in advance of the commencement of any Transaction Delay Period. Such notice shall state to the extent, if any, as is practicable, an estimate of the duration of such Transaction Delay Period. The Initial Investor, by its acceptance of any share of Common Stock, agrees that, upon receipt of such notice it will forthwith discontinue disposition of the Common Stock pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of Common Stock, until the expiration of such Transaction Delay Period. Notwithstanding anything in this Section 11 to the contrary, there shall not be more than one Transaction Delay Period in any 12-month period.

Delay Period. If at The term “Delay Period” means, with respect to any obligation to keep any Shelf Registration Statement or Prospectus usable for resales pursuant to this Section 1.2, the shortest period of time prior determined in good faith by the Company’s Board of Directors to be necessary for such purpose when there exist circumstances relating to a material pending development, including, but not limited to, a pending or contemplated material acquisition or merger or other material transaction or similar event, which would require disclosure by the Company in such Shelf Registration Statement or Prospectus of material non- public information which the Company determines in good faith upon the advice of its counsel that it has a bona fide business purpose for keeping confidential and non-public and the non-disclosure of which in such Shelf Registration Statement or Prospectus might cause such Shelf Registration Statement or Prospectus to fail to comply with applicable disclosure requirements. A Delay Period shall commence on and include the date that the Company gives written notice (a “Delay Notice”) to the expiration Holders that the Prospectus is no longer usable as a result of a material pending development and shall end on the Registration Period, date when the Company is Holders are advised in writing by the Company that the current Delay Period has terminated (it being understood that the Company shall give such notice to all Holders promptly upon making the determination that the Delay Period has ended); provided, however, and notwithstanding anything herein to the contrary the Company is only entitled to four (4) Delay Periods having durations of not more than 30 days each during any consecutive 12 month period, and not to exceed more than 90 days in the aggregate in any consecutive 12 month period. The Company covenants and agrees that it will not deliver a nationally recognized investment banking firm selected Delay Notice with respect to a Delay Period unless Company officers and directors and their Affiliates and any other holders of registration rights with respect to the Company’s Common Stock are also prohibited by the Company that, in for the duration of such firm's opinion, Delay Period from effecting any public sales of shares of Common Stock beneficially owned by them. The Company represents that it has no knowledge of any circumstance that would reasonably be expected at the time of the effectiveness of the Shelf Registration Statement pursuant to the Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by Section 1.2(a) to cause the Company having gross proceeds to exercise its rights under this Section 1.2(c). Without limiting any of the Company foregoing, but for the purpose of at least $20,000,000additional clarity, the Company shall not be required to maintain commence any Delay Period until after the effectiveness of the Shelf Registration Statement or amend or supplement is filed with the Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring upon the earliest to occur of (a) the abandonment of such financing, (b) 90 days after the completion of such financing or (c) the termination of any "hold back" or "lock-up" period (not exceeding 90 days) obtained by the underwriter(s) from any person in connection with such financing. The Company will give prompt written notice, in the manner prescribed by Section 12(b) hereof, to the Initial Investors 30 days in advance of the commencement of any Transaction Delay Period. Such notice shall state to the extent, if any, as is practicable, an estimate of the duration of such Transaction Delay Period. The Initial Investor, by its acceptance of any share of Common Stock, agrees that, upon receipt of such notice it will forthwith discontinue disposition of the Common Stock pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of Common Stock, until the expiration of such Transaction Delay Period. Notwithstanding anything in this Section 11 to the contrary, there shall not be more than one Transaction Delay Period in any 12-month periodCommission.

Delay Period. If If, at any time prior to the expiration of the Registration PeriodPeriod (as defined below), in the good faith reasonable judgment of the Company's Board of Directors, the Company is advised in writing by a nationally recognized investment banking firm selected by disposition of Registrable Securities would require the Company thatpremature disclosure of material non-public information which may reasonably be expected to have an adverse effect on the Company, in such firm's opinion, sales of shares of Common Stock pursuant to the Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company having gross proceeds to the Company of at least $20,000,000, then the Company shall not be required to maintain the effectiveness of the Registration Statement or amend or supplement the Registration Statement for a period (a "Transaction Disclosure Delay Period") commencing on the date of pricing of such equity financing and expiring upon the earliest earlier to occur of (ai) the abandonment of date on which such financing, material information is disclosed to the public or ceases to be material or (bii) 90 up to ten (10) trading days after the completion date on which the Company provides a notice to the Investors under Section 3(f) hereof stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of such financing a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (ceach, a "Disclosure Delay Period Notice"). For the avoidance of doubt, in no event shall a Disclosure Delay Period exceed ten (10) the termination of any "hold back" or "lock-up" period (not exceeding 90 trading days) obtained by the underwriter(s) from any person in connection with such financing. The Company will give prompt written notice, in the manner prescribed by Section 12(b) 11 hereof, to the Initial Investors 30 days in advance of the commencement of any Transaction each Disclosure Delay Period. Such If practicable, such notice shall state to the extent, if any, as is practicable, an estimate of the duration of such Transaction Disclosure Delay Period. The Initial Investor, by its acceptance of any share of Common Stock, Each Investor agrees that, upon receipt of a Disclosure Delay Period Notice prior to Investor's disposition of all such notice it Registrable Securities, Investor will forthwith discontinue disposition of the Common Stock such Registrable Securities pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of Common Stock, such Registrable Securities until the expiration of such Transaction Disclosure Delay Period. In addition, the provisions of Section 2(c) hereof shall not apply to the Disclosure Delay Periods. Notwithstanding anything in this Section 11 2 to the contrary, there the Company shall not be deliver more than one Transaction two (2) Disclosure Delay Period Notices in any 12-month three hundred sixty five (365) day period.

Delay Period. If at The term “Delay Period” means, with respect to any obligation to keep any Shelf Registration Statement or Prospectus usable for resales pursuant to this Section 1.2, the shortest period of time prior determined in good faith by the Company’s Board of Directors to be necessary for such purpose when there exist circumstances relating to a material pending development, including, but not limited to, a pending or contemplated material acquisition or merger or other material transaction or similar event, which would require disclosure by the Company in such Shelf Registration Statement or Prospectus of material information which the Company determines in good faith upon the advice of its counsel that it has a bona fide business purpose for keeping confidential and non-public and the non-disclosure of which in such Shelf Registration Statement or Prospectus might cause such Shelf Registration Statement or Prospectus to fail to comply with applicable disclosure requirements. A Delay Period shall commence on and include the date that the Company gives written notice (a “Delay Notice”) to the expiration Holders that the Prospectus is no longer usable as a result of a material pending development and shall end on the Registration Period, date when the Company is Holders are advised in writing by the Company that the current Delay Period has terminated (it being understood that the Company shall give such notice to all Holders promptly upon making the determination that the Delay Period has ended); provided, however, and notwithstanding anything herein to the contrary the Company is only entitled to three (3) Delay Periods having durations of not more than thirty (30) days each during any consecutive 12 month period, and not to exceed more than seventy-five (75) days in the aggregate in any consecutive 12 month period. The Company covenants and agrees that it will not deliver a nationally recognized investment banking firm selected Delay Notice with respect to a Delay Period unless Company employees, officers and directors and their Affiliates and any other holders of registration rights with respect to the Company’s Common Stock are also prohibited by the Company that, in for the duration of such firm's opinion, Delay Period from effecting any public sales of shares of Common Stock or Preferred Stock beneficially owned by them. The Company represents that it has no knowledge of any circumstance that would reasonably be expected at the time of the effectiveness of the Shelf Registration Statement pursuant to the Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by Section 1.2(a) to cause the Company having gross proceeds to exercise its rights under this Section 1.2(c). Without limiting any of the Company foregoing, but for the purpose of at least $20,000,000additional clarity, the Company shall not be required to maintain commence any Delay Period until after the effectiveness of the Shelf Registration Statement or amend or supplement is filed with the Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring upon the earliest to occur of (a) the abandonment of such financing, (b) 90 days after the completion of such financing or (c) the termination of any "hold back" or "lock-up" period (not exceeding 90 days) obtained by the underwriter(s) from any person in connection with such financing. The Company will give prompt written notice, in the manner prescribed by Section 12(b) hereof, to the Initial Investors 30 days in advance of the commencement of any Transaction Delay Period. Such notice shall state to the extent, if any, as is practicable, an estimate of the duration of such Transaction Delay Period. The Initial Investor, by its acceptance of any share of Common Stock, agrees that, upon receipt of such notice it will forthwith discontinue disposition of the Common Stock pursuant to the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of Common Stock, until the expiration of such Transaction Delay Period. Notwithstanding anything in this Section 11 to the contrary, there shall not be more than one Transaction Delay Period in any 12-month periodCommission.

Delay Period. If at The term “Delay Period” means, with respect to any obligation to keep any Shelf Registration Statement or Prospectus usable for resales pursuant to this Section 1.2, the shortest period of time prior determined in good faith by the Company’s Board of Directors to be necessary for such purpose when there exist circumstances relating to a material pending development, including, but not limited to, a pending or contemplated material acquisition or merger or other material transaction or similar event, which would require disclosure by the Company in such Shelf Registration Statement or Prospectus of material information which the Company determines in good faith upon the advice of its counsel that it has a bona fide business purpose for keeping confidential and non-public and the non-disclosure of which in such Shelf Registration Statement or Prospectus might cause such Shelf Registration Statement or Prospectus to fail to comply with applicable disclosure requirements. A Delay Period shall commence on and include the date that the Company gives written notice (a “Delay Notice”) to the expiration Holders that the Prospectus is no longer usable as a result of a material pending development pursuant to Section 1.2(b) and shall end on the Registration Period, date when the Company is Holders are advised in writing by the Company that the current Delay Period has terminated (it being understood that the Company shall give such notice to all Holders promptly upon making the determination that the Delay Period has ended); provided, however, that the Company is only entitled to three (3) Delay Periods having durations of not more that thirty (30) days each during any calendar year, and not to exceed more than seventy-five (75) days in the aggregate in any calendar year. The Company covenants and agrees that it will not deliver a nationally recognized investment banking firm selected Delay Notice with respect to a Delay Period unless Company employees, officers and directors and their Affiliates and any other holders of registration rights with respect to the Company’s Common Stock are also prohibited by the Company that, in for the duration of such firm's opinion, Delay Period from effecting any public sales of shares of Common Stock pursuant to beneficially owned by them. The Company represents that it has no knowledge of any circumstance that would reasonably be expected at the Registration Statement at such time would materially adversely affect any immediately planned underwritten public equity financing by the Company having gross proceeds to the Company of at least $20,000,000, the Company shall not be required to maintain the effectiveness of the Shelf Registration Statement or amend or supplement the Registration Statement for a period (a "Transaction Delay Period") commencing on the date of pricing of such equity financing and expiring upon the earliest to occur of (a) the abandonment of such financing, (b) 90 days after the completion of such financing or (c) the termination of any "hold back" or "lock-up" period (not exceeding 90 days) obtained by the underwriter(s) from any person in connection with such financing. The Company will give prompt written notice, in the manner prescribed by Section 12(b) hereof, to the Initial Investors 30 days in advance of the commencement of any Transaction Delay Period. Such notice shall state to the extent, if any, as is practicable, an estimate of the duration of such Transaction Delay Period. The Initial Investor, by its acceptance of any share of Common Stock, agrees that, upon receipt of such notice it will forthwith discontinue disposition of the Common Stock pursuant to Section 1.2(a) to cause the Registration Statement, and will not deliver any prospectus forming a part thereof in connection with any sale of Common Stock, until the expiration of such Transaction Delay Period. Notwithstanding anything in Company to exercise its rights under this Section 11 to the contrary, there shall not be more than one Transaction Delay Period in any 12-month period1.2(c).