Common use of Black-Out Period Clause in Contracts

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Representatives and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement until the Suspension Event has ended. A Suspension Event shall be deemed to have occurred if: (i) the representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, or that it is in the best interests of the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) month period for more than forty-five (45) consecutive days or for more than an aggregate of ninety (90) days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Representatives Initial Purchasers and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement until the Suspension Event has ended. A Suspension Event shall be deemed to have occurred if: (i) the representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, or that it is in the best interests of the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) month period for more than forty-five (45) consecutive days or for more than an aggregate of ninety (90) days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Black-Out Period. (a) Subject to the provisions of this Section 5, 4.9 and a good faith determination by a majority of the Company shall have independent members of the right, but not Board of Directors of Maiden BDA that it is in the obligation, from time to time best interests of Maiden BDA to suspend the use of the Registration Statement contemplated by Section 4.6, following the effectiveness of a the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the CompanyMaiden BDA, by written notice to the Representatives Placement Agent and by written noticethe Purchasers, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders, that the effectiveness of the Registration Statement has been suspended and shall may direct the Holders Purchasers to suspend sales of the Registrable Shares Securities pursuant to the Registration Statement until for such times as Maiden BDA reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing or more than sixty (60) days in any rolling 90-day period), if any of the Suspension Event has ended. A Suspension Event following events shall be deemed to have occurred ifoccur: (i) the representative of the underwriters of an Underwritten Offering underwritten offering of common stock of the Company Common Shares by Maiden BDA has advised the Company Maiden BDA that the offer or sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on the CompanyMaiden BDA’s Underwritten Offeringprimary offering; (ii) the majority of the independent members of the Board of Directors of the Company Maiden BDA shall have determined in good faith has determined that (A) the offer or sale of any Registrable Shares Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving Maiden BDA, (B) after the Companyadvice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) Maiden BDA has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on Maiden BDA or Maiden BDA’s ability to consummate such transaction, or (z) the proposed transaction renders Maiden BDA unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company has Maiden BDA shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company, Maiden BDA to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that incorporate information into the Prospectus included Registration Statement for the purpose of (1) including in the Registration Statement (1) contains the financial information any prospectus required under Section 10(a)(3) of the Securities Act; (2) discloses reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information included in the Prospectusset forth therein; or (3) discloses including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Eventsuch suspension, the Company Maiden BDA shall use its commercially all reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the CompanyMaiden BDA’s best interests, as applicable, so as to permit the Holders Purchaser’s to resume sales of the Registrable Shares Securities as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) month period for more than forty-five (45) consecutive days or for more than an aggregate of ninety (90) days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmentpossible.

Black-Out Period. (a) Subject Each Holder of Registrable Securities agrees not to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with effect any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Representatives and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement until the Suspension Event has ended. A Suspension Event shall be deemed to have occurred if: (i) the representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company that the offer or sale of Registrable Shares Securities, if so requested by Interland in connection with any proposal or plan by Interland to engage in any material financing or material acquisition or disposition by Interland or any subsidiary thereof of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization, strategic partnership arrangement or restructuring or other similar transaction material to Interland and its subsidiaries taken as a whole, provided Interland has made the same request of all of its officers and directors, as well. The period during which Interland fails to keep a shelf registration statement effective and usable for resales of Registrable Securities, or pursuant to this Section 2.7 requires that the Registration Statement would have Holders of Registrable Securities not effect sales of Registrable Securities pursuant to a material adverse effect on shelf registration statement, or otherwise, is hereafter referred to as the Company’s Underwritten Offering; "Suspension Period." The Suspension Period shall not exceed twenty (ii20) days, or with the Board of Directors consent of the Company in good faith has determined that Stockholders' Representative, sixty (60) days, and Interland shall have the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required by law, or that it is in the best interests of the Company, right to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to call for only two such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement Periods in any twelve (12) month period for more period, even if a Suspension Period shall be less than forty-five sixty (45) consecutive days or for more than an aggregate of ninety (9060) days, except as . In the event a result of a refusal by Suspension Period shall occur within the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately first thirty (30) days following the effective date of a registration statement, Interland agrees that it shall pay the post-Holders of Registrable Securities the Liquidated Damages provided for in Section 2.8 below. The Suspension Period shall commence on the date set forth in a written notice by Interland to the Holders that the shelf registration statement is no longer effective amendmentor that the prospectus included in the shelf registration statement is no longer usable for resales of Registrable Securities or, in the case of a suspension pursuant to this Section 2.7 the date specified in the notice delivered by Interland pursuant to this Section 2.7, and shall end on the date when each Holder of Registrable Securities covered by the shelf registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.3(a)(iii) or is advised in writing by Interland that use of the prospectus or sales may be resumed.

Black-Out Period. (a) Subject to Without limiting the provisions of Section 3(a)(iii), each Holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so requested by WPS, not to effect any sale of Registrable Securities pursuant to a Registration Statement, and WPS may postpone the filing or the effectiveness of any registration requested pursuant to this Section 53 for any period deemed necessary (A) by WPS or any underwriter in connection with the offering of WPS Shares by WPS for its own account, (B) by WPS in connection with any proposal or plan by WPS to engage in any financing or acquisition or disposition by WPS or any subsidiary thereof of the shares or substantially all the assets of any other person (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction (each, a “Business Combination”), in each case material to WPS and its subsidiaries taken as a whole, or (C) by WPS if (i) an event other than an event specified in paragraph (B) above occurs and is continuing as a result of which the Registration Statement, the Company shall have prospectus included in the rightRegistration Statement, but any amendment or supplement thereto or any document incorporated by reference therein would, in WPS’s judgment, contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) WPS determines in good faith that the obligation, from disclosure of such event at such time could be seriously detrimental to time WPS or its subsidiaries. Any period within the Effective Period during which WPS fails to suspend the use of keep the Registration Statement following the effectiveness effective and usable for resales of a Registration Statement (and the filings with any internationalRegistrable Securities, federal or state securities commissions), if a Suspension Event (as defined belowrequires pursuant to this Section 3(a)(iv) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Representatives and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend not effect sales of the Registrable Shares Securities pursuant to the Registration Statement until or postpones the filing or the effectiveness of any requested registration, is hereafter referred to as a “Suspension Event has ended. Period.” A Suspension Event Period shall be deemed commence on the date set forth in a written notice by WPS (which WPS shall use good faith efforts (consistent with legal and contractual obligations) to have occurred if: deliver to each Holder not less than three (i3) business days in advance of any proposed or anticipated suspension date) addressed to the representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company Holders that the offer or sale of Registrable Shares pursuant to the Registration Statement would have is no longer effective or that the prospectus included in a material adverse effect Registration Statement is no longer usable for resales of Registrable Securities or, in the case of a suspension pursuant to this Section 3(a)(iv) the date specified in the notice delivered by WPS pursuant to this Section 3(a)(iv), and shall end on the Company’s Underwritten Offering; (ii) the Board date when each Holder of Directors of the Company in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company has determined in good faith, that it is required Securities covered by law, or that it is in the best interests of the Company, to supplement the Registration Statement either receives the copies of a supplemented or file a post-effective amendment amended prospectus or is advised in writing by WPS that use of the prospectus or sales may be resumed. Notwithstanding anything to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement contrary herein: (1) contains the financial information required any Suspension Period commenced under Section 10(a)(3clause (A) of this Section 3(a)(iv) with respect to an underwritten offering of WPS’s securities which the Securities Act; managing underwriter thereof has determined is necessary shall not exceed 90 days, and (2) discloses any fundamental change in the information included in the Prospectus; all Suspension Periods commenced under clause (B) or clause (3C) discloses any material information of this Section 3(a)(iv) with respect to which WPS is the plan acquiring party of distribution not disclosed the subject Business Combination shall not, in the Registration Statement aggregate, exceed 90 days in any 12-month period. Each Holder also agrees that at any time such Holder is an employee or any material change director of WPS, such Holder will be subject to and comply with the policies of WPS regarding purchases and sales of WPS Common Stock; to the extent applicable to such informationHolder. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts The Holders acknowledge that such policy may be changed by WPS from time to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) month period for more than forty-five (45) consecutive days or for more than an aggregate of ninety (90) days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendmenttime.

Black-Out Period. (a) Subject to Without limiting the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions3(a)(iii), each Holder of Registrable Securities agrees by acquisition of such Registrable Securities, if a Suspension Event (as defined below) occurs. If the Company elects so requested by Parent, not to suspend the effectiveness and/or use effect any sale of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Representatives and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders, that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares Securities pursuant to the Shelf Registration Statement until for any period deemed necessary (A) by Parent or any underwriter in connection with the Suspension Event has ended. A Suspension Event shall be deemed offering of shares of Parent Common Stock by Parent for its own account, (B) by Parent in connection with any proposal or plan by Parent to have occurred if: (i) the representative engage in any financing or acquisition or disposition by Parent or any subsidiary thereof of the underwriters Shares or substantially all the assets of an Underwritten Offering any other person (other than in the ordinary course of common stock of the Company has advised the Company that the business), any tender offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company in good faith has determined that the offer or sale of any Registrable Shares would materially impedemerger, delay or interfere with any proposed financing, offer or sale of securities, acquisitionconsolidation, corporate reorganization or restructuring or other significant similar transaction involving the Company; (each, a “Business Combination”), in each case material to Parent and its subsidiaries taken as a whole, or (iiiC) the Board of Directors of the Company has determined in good faith, that it is required by law, or that it is in the best interests of the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement Parent if (1i) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no an event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) month period for more than forty-five (45) consecutive days or for more other than an aggregate of ninety event specified in clause (90B) days, except above occurs and is continuing as a result of which the Shelf Registration Statement, the prospectus included in the Shelf Registration Statement, any amendment or supplement thereto or any document incorporated by reference therein would, in Parent’s judgment, contain an untrue statement of material fact or omit to state a refusal by material fact required to be stated therein or necessary to make the Commission statements therein not misleading and (ii) Parent determines in good faith that the disclosure of such event at such time could be seriously detrimental to declare any post-effective amendment Parent or its subsidiaries. Any period within the Effective Period during which Parent fails to keep the Shelf Registration Statement effective after and usable for resales of Registrable Securities, or requires pursuant to this Section 3(a)(iv) or Section 3(b)(v) that the Company has used all commercially reasonable Holders not affect sales of Registrable Securities pursuant to the Shelf Registration Statement, is hereafter referred to as a “Suspension Period.” A Suspension Period shall commence on the date set forth in a written notice by Parent (which Parent shall use good faith efforts (consistent with legal and contractual obligations) to cause such post-deliver to the Shareholder Representative and each Holder not less than three (3) business days in advance of any proposed or anticipated suspension date) addressed to the Holders that the Shelf Registration Statement is no longer effective amendment to be declared effectiveor that the prospectus included in the Shelf Registration Statement is no longer usable for resales of Registrable Securities or, in which the case of a suspension pursuant to this Section 3(a)(iv) the Company date specified in the notice delivered by Parent pursuant to this Section 3(a)(iv), and shall terminate end on the suspension date when each Holder of Registrable Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(b)(v) or is advised in writing by Parent that use of the Registration Statement immediately prospectus or sales may be resumed. Notwithstanding anything to the contrary herein, all Suspension Periods shall not aggregate more than 90 days in the 12 month period following the effective date of the post-effective amendmentShelf Registration Statement; provided that, Parent may impose a Suspension Period without limit at any time during which a Holder may sell Registrable Securities under Rule 144. Each Holder also agrees that at any time such Holder is an employee of Parent, such Holder will be subject to and comply with the policies of Parent regarding purchases and sales of Parent Common Stock; to the extent applicable to such Holder. The Holders acknowledge that such policy may be changed by Parent from time to time.

Black-Out Period. (a) Subject to the provisions of this Section 5, the Company shall have the right, but not the obligation, from time to time to suspend the use of the a Registration Statement following the effectiveness of a the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company elects to suspend the effectiveness and/or use of a Registration Statement following the occurrence of a Suspension Event, the Company, by written notice to the Representatives and by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders, Holders that the effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement until the Suspension Event has ended. A Suspension Event shall be deemed to have occurred if: (i) the representative of the underwriters of an Underwritten Offering of common stock of the Company has advised the Company that the offer or sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s Underwritten Offering; (ii) the Board of Directors of the Company or the Manager in good faith has determined that the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; or (iii) the Board of Directors of the Company or the Manager has determined in good faith, that it is required by law, or that it is in the best interests of the Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to ensure that the Prospectus included in the Registration Statement (1) contains the financial information required under Section 10(a)(3) of the Securities Act; (2) discloses any fundamental change in the information included in the Prospectus; or (3) discloses any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as practicable. In no event shall the Company be permitted to suspend the use of a Registration Statement in any twelve (12) 12 month period for more than forty-five (45) 45 consecutive days or for more than an aggregate of ninety (90) 90 days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.