Company Suspension Sample Clauses

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.
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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. ALZA shall upon receipt of any notice from Alkermes that in the good faith judgment of Alkermes the filing or making of offers and sales pursuant to the Shelf Registration 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 Alkermes, Alkermes shall have the right to suspend such sales or postpone such filing for a period which shall not exceed 30 days (provided that no such notice may be given beginning when ALZA notifies Alkermes that marketing efforts have begun by an underwriter on behalf of ALZA in connection with an offering thereof and ending when such offering is completed or abandoned); PROVIDED, HOWEVER, that Alkermes 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 Alkermes and PROVIDED, FURTHER, HOWEVER, that immediately 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. 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. (a) ALZA 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 its disposition of Registrable Securities pursuant to such registration statement (it being understood that ALZA's right to dispose of Registrable Securities by other means in accordance with applicable laws shall not be restricted hereby) until ALZA receives 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 ALZA's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.
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.
Company Suspension. (a) Upon receipt of any notice from Xxxxxxx of the happening of any event of the kind described in Section 10A.3(e), such Holder will forthwith discontinue such Holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities (it being understood that such Holder's right to dispose of Registrable Securities by other means in accordance with applicable securities laws shall not be restricted hereby) until such Holder's receipt of the copies of the supplemented or amended prospectus and, if so directed by Xxxxxxx, will deliver to Xxxxxxx (at Xxxxxxx'x expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.
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.
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Related to Company Suspension

  • No Suspension Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been delisted from the Exchange.

  • Termination and Suspension 11.1 The Employment will continue until terminated by either party giving written notice as set out in clause 11.2.

  • No Prevention or Suspension No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 3(g) hereof shall have been issued as of the First Closing Date and each Option Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened.

  • No Suspension, Etc Trading in the Company’s Common Stock shall not have been suspended by the Commission or the OTC Bulletin Board (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets (“Bloomberg”) shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by Bloomberg, or on the New York Stock Exchange, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any financial market which, in each case, in the judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities to be issued as of the Closing.

  • Regulatory Suspension and Termination (i) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, the Employer’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer may in its discretion (A) pay the Executive all or part of the compensation withheld while their contract obligations were suspended and (B) reinstate (in whole or in part) any of the obligations which were suspended.

  • Suspension This Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:

  • Suspension Period Notwithstanding any other provision of this Section 2, the Company shall have the right, but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if the Company believes in good faith that any such registration or offering would require the Company (after consultation with external legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement (any such period, a “Suspension Period”); provided, that in no event shall the Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance with applicable law.

  • Covenant Suspension Notwithstanding any provision of this Indenture or of the Notes to the contrary, if at any time following the date of this Indenture (a) the Notes are rated Baa3 or better by Xxxxx’x or BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency) and (b) no Default or Event of Default shall have occurred and is continuing under this Indenture then upon delivery by the Company to the Trustee of an Officers’ Certificate certifying to such events, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.17 and 5.01(a)(4) of this Indenture will be suspended and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections. During any period that the foregoing Sections have been suspended, the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.17 hereof. Notwithstanding the foregoing, if the rating assigned to the Notes by both such rating agencies should subsequently decline to below Baa3 and BBB-, respectively, the foregoing covenants will be reinstituted as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 had been in effect since the date of this Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Furthermore, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be deemed to have been incurred or issued pursuant to Section 4.09(b)(2). In addition, for purposes of Section 4.11, all agreements and arrangements entered into by the Company or any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period will be deemed to have been entered into prior to the date of this Indenture and permitted by Section 4.11(b)(8), and for purposes of Section 4.08, all contracts entered into during the Suspension Period that contain any of the restrictions contemplated by that section will be deemed to have existed on the date of the Indenture.

  • Effect on Other Employee Benefit Plans The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.

  • Not Plan Assets; No Prohibited Transactions None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

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