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

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness, publication or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing, publication or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided that such Demand Suspensions shall not extend for more than 90 days in any twelve-month period. Any Demand Suspension pursuant to this Section 2.1(d) shall not be effective unless each director and executive officer subject to Section 16(b) of the Exchange Act is prohibited from making purchases and sales during such Demand Suspension by reason of the existence of material non-public information that would trigger an Adverse Disclosure. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately (i) notify the Holders upon the termination of any Demand 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 Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company represents that, as of the date hereof, it has no knowledge of any circumstance that would reasonably be expected to cause it to exercise its rights under this Section 2.1(d).

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness, publication effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holdersholders, delay the filing, publication filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”"DEMAND SUSPENSION"); provided PROVIDED, HOWEVER, that such Demand Suspensions the Company shall not extend for be permitted to exercise a Demand Suspension (i) more than 90 days in three times during any twelve18-month period. Any Demand Suspension pursuant to this Section 2.1(d, or (ii) shall not be effective unless each director and executive officer subject to Section 16(b) of the Exchange Act is prohibited from making purchases and sales during such Demand Suspension by reason of the existence of material non-public information that would trigger an Adverse Disclosurefor a period exceeding 40 days on any one occasion. In the case of a Demand Suspension, the Holders holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately (i) notify the Holders holders upon the termination of any Demand 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 Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company represents that, as of the date hereof, it has no knowledge of any circumstance that would reasonably be expected to cause it to exercise its rights under this Section 2.1(d2.2(f).

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness, publication effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse DisclosureDisclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond its control, the Company may, upon giving prompt written notice of such action to the HoldersHolders through their Representative, delay the filing, publication filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided that such Demand Suspensions the Company shall not extend for be permitted to exercise a Demand Suspension (i) more than 90 days in two times during any twelve12-month period. Any Demand Suspension pursuant to this Section 2.1(d, or (ii) shall not be effective unless each director and executive officer subject to Section 16(b) of the Exchange Act is prohibited from making purchases and sales during such Demand Suspension by reason of the existence of material non-public information that would trigger an Adverse Disclosurefor a period exceeding 120 days on any one occasion. In the case of a Demand Suspension, the Holders agree to promptly suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to aboveabove and agree not to disclose to any other Person the fact that the Company has exercised such rights or any related facts. The If the Company so delays the filing or initial effectiveness of, or suspends the use of, as applicable, such Demand Registration Statement, such Registration request shall immediately (i) notify not count for the Holders upon the termination of any Demand 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 Holders such numbers of copies purposes of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company represents that, as of the date hereof, it has no knowledge of any circumstance that would reasonably be expected to cause it to exercise its rights under this limitations set forth in Section 2.1(d2.1(c).

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness, publication effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holdersholders, delay the filing, publication filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “"Demand Suspension”"); provided provided, however, that such Demand Suspensions the Company shall not extend for be permitted to exercise a Demand Suspension (i) more than 90 days in three times during any twelve18-month period. Any Demand Suspension pursuant to this Section 2.1(d, or (ii) shall not be effective unless each director and executive officer subject to Section 16(b) of the Exchange Act is prohibited from making purchases and sales during such Demand Suspension by reason of the existence of material non-public information that would trigger an Adverse Disclosurefor a period exceeding 40 days on any one occasion. In the case of a Demand Suspension, the Holders holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately (i) notify the Holders holders upon the termination of any Demand 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 Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company represents that, as of the date hereof, it has no knowledge of any circumstance that would reasonably be expected to cause it to exercise its rights under this Section 2.1(d2.2(f).