Deferral; Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company furnishes to the Holders a certificate (the “Suspension Notice”) signed by an executive officer of the Company stating that, in the good faith judgment of the Company’s Board of Directors, effecting a registration (whether by the filing of a registration statement or by taking any other action) or the offering or disposition of Registrable Securities thereunder (including, for the avoidance of doubt, through an Underwritten Takedown) should be postponed or suspended because such registration, offering or disposal would (1) materially impede, delay or interfere with a pending material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material non-public information that the Company has a material bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then by delivery of the Suspension Notice to the Holders, then (in addition to the limitations set forth in Section 2.1(c) of this Agreement) the Company may so postpone effecting a registration or require the Holders to refrain from offering or disposing of Registrable Securities for a period of not more than sixty (60) days, and, provided further, that the Company shall not suspend usage of a registration statement in this manner more than once in any twelve (12) month period.
Deferral; Suspension. Notwithstanding anything in this Section 4 to the contrary, if the Company shall furnish to the Investors a certificate signed by the President, Chief Executive Officer or Chief Financial Officer of the Company stating that the Board has made the good faith determination (i) that upon the advice of counsel the continued use by the Investors of a Registration Statement pursuant to this Section 4 for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company and (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or otherwise would not be in the best interests of the Company, then the right of the Investors to use such Registration Statement (and the Prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto and the filing of such Registration Statement pursuant to a request under this Section 4 may be suspended or deferred, as the case may be, for a period (the “Suspension Period”) not greater than sixty (60) consecutive days and with not more than two (2) Suspension Periods in any consecutive twelve (12) month period. During the Suspension Period, the Investors shall not offer or sell any Registrable Securities pursuant to or in reliance upon such Registration Statement (or the Prospectus relating thereto). The Company agrees that, as promptly as possible after the consummation, abandonment, public disclosure or other appropriate resolution of the event or transaction that caused the Company to suspend the use or delay the filing of such Registration Statement (and the Prospectus relating thereto) pursuant to this Section 4(c), the Company shall as promptly as possible lift any suspension or terminate any delay, as the case may be, provide the Investors with revised Prospectuses, if required, and notify the Investors of their ability to effect offers or sales of Registrable Securities pursuant to or in reliance upon such Registration Statement.
Deferral; Suspension. Notwithstanding the foregoing, if NDEI shall furnish to Shareholders requesting a registration statement pursuant to Section 1, a copy of a resolution of NDEI's Board of Directors certified by the Chairman of such Board reflecting the Board's determination that it would be materially detrimental to NDEI and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement or if already effective, it is essential to suspend the registration statement, NDEI shall have the right to defer taking action with respect to such filing or suspend the registration statement, as the case may be, for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Shareholders or after suspension of the registration statement, as the case may be; provided, however, that NDEI may not utilize this right more than once in any twelve-month period. In the event that NDEI exercises its right under this Section 1.3 after the registration statement in question has been declared effective and less than all of the Registrable Stock included in such registration statement is sold within the 60-day period included in Section 1.1, then the Shareholders shall be entitled to an additional registration pursuant to Section 1.
Deferral; Suspension. Notwithstanding the foregoing, if NDEI shall furnish to Shareholders requesting a registration statement pursuant to Section 1, a certificate signed by the Chief Executive Officer of NDEI stating that in good faith judgment of the Board of Directors of NDEI, it would be seriously detrimental to NDEI and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement or if already effective, it is essential to suspend the registration statement, NDEI shall have the right to defer taking action with respect to such filing or suspend the registration statement, as the case may be, for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Shareholders or after suspension of the registration statement, as the case may be; provided, however, that NDEI may not utilize this right more than once in any twelve-month period.
Deferral; Suspension. Notwithstanding anything herein to the contrary, the Company may defer the filing (but not the preparation) of a registration statement with respect to any Demand Registration or suspend the rights of selling Investors to make sales pursuant to a registration statement otherwise required to be kept effective hereunder if the Company determines in good faith that there exists a material proposed transaction (including any proposed acquisition or disposition) or other material non-public information, in each case, that would be required to be disclosed in such registration statement and the disclosure of which would either have a material adverse effect on such material proposed transaction or the Company; provided, that such delay shall not continue beyond the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material and (B) 90 days after the Company effects such deferral or suspension; provided, further that, in the case of any Demand Registration, the time periods set forth in Section 2(f)(i) shall be tolled for the period of such deferral or suspension.
