Common use of Delay in Filing; Suspension of Registration Clause in Contracts

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the Company, require the disclosure of material non-public information that the Company has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by the Company or any of its Subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization or other material transaction, the Company may, upon giving prompt written notice of such action to the selling Holders, postpone the filing or effectiveness of such Registration (a “Registration Suspension”) for a period not to exceed thirty (30) days; provided, however, that the Company may exercise a Registration Suspension no more than two (2) times in any twelve (12)-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that the Company determines in good faith to be reasonably necessary. The Company shall (i) immediately notify the selling Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and (iii) furnish to the selling Holders such numbers of copies of the Prospectus as so amended or supplemented as the selling Holders may reasonably request.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the Company, general counsel of SunCoke require the disclosure of material non-public information that the Company SunCoke has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by the Company SunCoke or any of its Subsidiaries subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization reorganization, securities offering or other material transaction, the Company SunCoke may, upon giving prompt written notice of such action to the selling Holders, postpone the filing or effectiveness of such Registration registration (a “Registration Suspension”) for a period not to exceed thirty (30) 30 days; provided, however, that the Company SunCoke may exercise a Registration Suspension no more than two (2) times in any twelve (12)-month 12-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that the Company SunCoke determines in good faith to be reasonably necessary. The Company SunCoke shall (i) immediately notify the selling Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein therein, and (iii) furnish to the selling Holders such numbers of copies of the Prospectus as so amended or supplemented as the selling Holders may reasonably request. The effectiveness period for any Demand Registration for which SunCoke has exercised a Registration Suspension shall be increased by the period of time such Registration Suspension is in effect.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the CompanyElanco, require the disclosure of material non-public information that the Company Elanco has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by the Company Elanco or any of its Subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization or other material transaction, the Company Elanco may, upon giving prompt written notice of such action to the selling Holders, postpone the filing or effectiveness of such Registration (a “Registration Suspension”) for a period not to exceed thirty (30) days; provided, however, that the Company Elanco may exercise a Registration Suspension no more than two (2) times in any twelve (12)-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that the Company Elanco determines in good faith to be reasonably necessary. The Company Elanco shall (i) immediately notify the selling Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and (iii) furnish to the selling Holders such numbers of copies of the Prospectus as so amended or supplemented as the selling Holders may reasonably request.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the CompanyZoetis, require the disclosure of material non-public information that the Company Zoetis has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by the Company Zoetis or any of its Subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization or other material transaction, the Company Zoetis may, upon giving prompt written notice of such action to the selling Holders, postpone the filing or effectiveness of such Registration (a “Registration Suspension”) for a period not to exceed thirty (30) days; provided, however, that the Company Zoetis may exercise a Registration Suspension no more than two (2) times in any twelve (12)-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that the Company Zoetis determines in good faith to be reasonably necessary. The Company Zoetis shall (i) immediately notify the selling Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and (iii) furnish to the selling Holders such numbers of copies of the Prospectus as so amended or supplemented as the selling Holders may reasonably request.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the CompanyEnvista, require the disclosure of material non-public information that the Company Envista has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by the Company Envista or any of its Subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization or other similar material transaction, the Company Envista may, upon giving prompt written notice of such action to the selling Holders, postpone the filing or effectiveness of such Registration (a “Registration Suspension”) for a period not to exceed thirty (30) days; provided, however, that the Company Envista may exercise a Registration Suspension no more than two (2) times in any twelve (12)-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that the Company Envista determines in good faith to be reasonably necessary. The Company Envista shall (i) immediately notify the selling Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and (iii) furnish to the selling Holders such numbers of copies of the Prospectus as so amended or supplemented as the selling Holders may reasonably request.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the Company, upon the advice of legal counsel, require the disclosure of material non-public information that the Company has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by the Company or any of its Subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization or other material transaction, the Company may, upon giving prompt written notice of such action to the selling Holders, postpone the filing or effectiveness of such Registration (a “Registration Suspension”) for a period not to exceed thirty (30) days; provided, however, that the Company may exercise a Registration Suspension no more than two (2) times in any twelve (12)-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that the Company determines in good faith to be reasonably necessary. The Company shall (i) immediately notify the selling Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and (iii) furnish to the selling Holders such numbers of copies of the Prospectus as so amended or supplemented as the selling Holders may reasonably request.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the CompanyVontier, require the disclosure of material non-public information that the Company Vontier has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by the Company Vontier or any of its Subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization or other similar material transaction, the Company Vontier may, upon giving prompt written notice of such action to the selling Holders, postpone the filing or effectiveness of such Registration (a “Registration Suspension”) for a period not to exceed thirty (30) days; provided, however, that the Company Vontier may exercise a Registration Suspension no more than two (2) times in any twelve (12)-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that the Company Vontier determines in good faith to be reasonably necessary. The Company Vontier shall (i) immediately notify the selling Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and (iii) furnish to the selling Holders such numbers of copies of the Prospectus as so amended or supplemented as the selling Holders may reasonably request.