Company Suspension. Notwithstanding anything in this Agreement to the contrary, if, after any registration statement to which the rights hereunder apply becomes effective (and prior to completion of any sales thereunder), the Company’s Board of Directors determines in good faith that the failure of the Company to (i) suspend sales of stock under the registration statement or (ii) amend or supplement the registration statement, would be seriously detrimental to the Company as described in Section 1.1.3 hereof, the Company shall so notify each Holder participating in such registration and each Holder shall suspend any further sales under such registration statement until the Company advises such Holders that the registration statement has been amended or that conditions no longer exist which would require such suspension, provided that (x) the Company may impose any such suspension for no more than ninety (90) days (inclusive of any days for which a registration request has been delayed pursuant to Section 1.1.3 during the past twelve months) and no more than once during any twelve month period and (y) the Company shall use its best efforts to amend the registration statement or otherwise take action to permit sales thereunder as soon as practicable.
Company Suspension. (a) The Purchasers shall, upon receipt of any written notice from USB of the happening of any event of the kind described in SECTION 6.3(E), forthwith discontinue their disposition of Registrable Securities pursuant to such registration statement (it being understood that Purchaser's right to dispose of Registrable Securities by other means in accordance with applicable laws shall not be restricted hereby) until the Purchasers receive the copies of the supplemented or amended prospectus and, if so directed by USB, will deliver to USB (at USB's expense) all copies, other than permanent file copies, then in the Purchasers' possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.
(b) The Purchasers shall upon receipt of any notice from USB that in the good faith judgment of USB the filing or making of offers and sales pursuant to the registration statement would require the public disclosure of material information, the disclosure of which would not otherwise be required at that time and either compiling such information would require unreasonable effort in the circumstances or disclosure thereof would have a material adverse effect on USB, USB shall have the right to suspend such sales or postpone such filing for a period which shall not exceed 60 days (provided that no such notice may be given beginning when the Purchasers notify USB that marketing efforts have begun by an underwriter on behalf of the Purchasers in connection with an offering thereof and ending when such offering is completed or abandoned); provided, -------- however, that USB may not use the right provided by this paragraph until 120 ------- days have elapsed from the end of the most recent suspension or postponement period initiated by USB and provided, further, however, that immediately -------- ------- ------- following disclosure of such information or withdrawal or abandonment of the transaction requiring suspension or postponement USB will make such filing or take such steps as are necessary to permit such offers and sales, as the case may be. Any suspension under this SECTION 6.6(B) will extend, for an amount of time equal to such suspension, the termination date of any registration rights, or obligations to keep a registration effective, otherwise provided in this Agreement.
Company Suspension. Upon the giving by Digene of written notice to Roche that in the good faith judgment of Digene (i) the filing or making of offers and sales pursuant to the Demand Registration would require the public disclosure of material information, the disclosure of which would not otherwise be required at that time under the Nasdaq Stock Market or New York Stock Exchange rules or federal securities laws, and (ii) disclosure thereof would have a material adverse effect on Digene, Digene shall have the right to suspend such sales or postpone such filing; provided, however, that promptly following disclosure of such information or withdrawal or abandonment of the transaction requiring suspension or postponement, Digene will make such filing or take such steps as are necessary to permit such offers and sales, as the case may be. Any suspension under this Section 4.6 will extend, for an amount of time equal to such suspension, the termination date of any registration rights, or obligations to keep a registration effective, otherwise provided for in this Agreement.
Company Suspension. Upon the giving by Alkermes of written notice to Lilly that in the good faith judgment of Alkermes (i) the filing or making of offers and sales pursuant to the Resale Registration would require the public disclosure of material information, the disclosure of which would not otherwise be required at that time under the Nasdaq Stock Market or New York Stock Exchange rules or federal securities laws, and (ii) disclosure thereof would have a material adverse effect on Alkermes or a proposed transaction involving Alkermes, Alkermes shall have the right to suspend such sales or postpone such filing; provided, however, that promptly following disclosure of such information or withdrawal or abandonment of the transaction requiring suspension or postponement, Alkermes will make such filing or take such steps as are necessary to permit such offers and sales, as the case may be, and provided further, that no such suspension shall be in effect for more than sixty (60) days and all suspensions during any consecutive twelve (12) month period shall not exceed an aggregate of ninety (90) days. Any suspension under this Section 7.6 will extend, for an amount of time equal to such suspension, the termination date of any registration rights, or obligations to keep a registration effective, otherwise provided for in this Agreement.
