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 effectiveness of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Shelf Registration Statement of audited financial statements that are unavailable to the Company for reasons beyond its reasonable control, the Company may, upon giving prompt written notice (but in any event within five (5) days of determination) of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Shelf Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a "Shelf Suspension"); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than three times during any twenty-four (24) month period, (ii) for a period exceeding ninety (90) days on any one occasion, or (iii) for an aggregate period exceeding one hundred twenty (120) days in any twelve (12) month period. In the event of a Shelf Suspension, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Shelf Registration in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Shelf Suspension or any related facts. The Company shall promptly (but in any event within five (5) days) notify the Holders upon the termination of any Shelf Suspension.

Delay in Filing; Suspension of Registration. If the filing, initial ------------------------------------------- initial effectiveness or continued effectiveness of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Shelf Registration Statement of audited financial statements that are unavailable to the Company for reasons beyond its reasonable control, the Company may, upon giving prompt written notice (but in any event within five (5) days of determination) of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Shelf Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a "Shelf Suspension"); provided, ---------------- -------- however, that the Company shall not be permitted to exercise a Shelf Suspension Suspensio ------- (i) more than three times during any twenty-four (24) month period, (ii) for a period exceeding ninety (90) days on any one occasion, or (iii) for an aggregate period exceeding one hundred twenty (120) days in any twelve (12) month period. In the event of a Shelf Suspension, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Shelf Registration in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Shelf Suspension or any related facts. The Company shall promptly (but in any event within five (5) days) notify the Holders upon the termination of any Shelf Suspension.

Delay in Filing; Suspension of Registration. If the filing, ------------------------------------------- initial effectiveness or continued effectiveness of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Shelf Registration Statement of audited financial statements that are unavailable to the Company for reasons beyond its reasonable control, the Company may, upon giving prompt written notice (but in any event within five (5) days of determination) of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Shelf Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a "Shelf Suspension"); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than three times during any twenty-four (24) month period, (ii) for a period exceeding ninety (90) days on any one occasion, or (iii) for an aggregate period exceeding one hundred twenty (120) days in any twelve (12) month period. In the event of a Shelf Suspension, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Shelf Registration in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Shelf Suspension or any related facts. The Company shall promptly (but in any event within five (5) days) notify the Holders upon the termination of any Shelf Suspension.

Delay in Filing; Suspension of Registration. If In addition to the filingperiodic blackout periods set forth in Section 2(e) hereof, ------------------------------------------- initial effectiveness the Company may suspend (i) its obligation to file a Registration Statement or continued effectiveness (ii) the use of the Shelf Prospectus, in each case for a period not to exceed 45 days in the aggregate in any three-month period or 90 days in the aggregate in any 12-month period (the "Suspension Period") if the filing of a Registration Statement at any time or use of the Prospectus would require the Company to make an Adverse Disclosure or would require the inclusion in such Shelf Registration Statement of audited financial statements that are unavailable be adverse to the Company for reasons beyond its reasonable control, as determined by the Company mayin its sole reasonable judgment, including, without limitation, because such filing or use would require (x) disclosure of non-public information regarding the acquisition or divestiture of assets, pending corporate developments or similar events, (y) the preparation of additional financial statements not then available or (z) because of an upcoming public filing with the SEC, upon giving prompt written notice (but in any event within five (5a "Suspension Notice") days of determination) of such action to the HoldersInvestment Manager, delay on behalf of the filing or initial effectiveness ofMaster Trust, or suspend use of, which notice need not specify the Shelf Registration Statement for nature of the shortest period of time determined in good faith by the Company event giving rise to be necessary for such purpose (a "Shelf Suspension"); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than three times during any twenty-four (24) month period, (ii) for a period exceeding ninety (90) days on any one occasion, or (iii) for an aggregate period exceeding one hundred twenty (120) days in any twelve (12) month periodsuspension. In the event of such a Shelf Suspensionsuspension, the Holders agree to suspend, immediately upon their receipt obligations of the notice referred to above, Company in respect of any sale or offer to sell the Registrable SecuritiesDemand Registration Notice shall be suspended, and the Investment Manager, acting on behalf of the Master Trust, agrees to suspend use of the prospectus related to the Shelf Registration Prospectus in connection with any such a sale or offer to sell Registrable Securities, Securities upon receipt of the Suspension Notice and agree not further agrees to disclose to any other Person keep confidential the fact that the Company has exercised a Shelf Suspension or its rights pursuant to this Section 2(f) and any other information related factsto such exercise. The Company shall promptly (but in any event within five (5) days) immediately notify the Holders Investment Manager, on behalf of the Master Trust, upon the termination of any Shelf SuspensionSuspension Period and amend or supplement the Prospectus, if necessary, in accordance with Section 5(d) hereof.

Delay in Filing; Suspension of Registration. If the filing, ------------------------------------------- initial effectiveness filing of the Shelf Registration Statement or the continued effectiveness of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Shelf Registration Statement of audited financial statements that are unavailable to the Company for reasons beyond its reasonable controlDisclosure, the Company may, upon giving prompt written notice (but in any event within five (5) days of determination) of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Shelf Registration Statement for or suspend use of the shortest period of time determined Shelf Registration Statement (in good faith by the Company to be necessary for such purpose (either case, a "Shelf Suspension"); providedPROVIDED, howeverHOWEVER, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than three times twice during any twenty-four twelve (2412) month period, (ii) for a period exceeding ninety forty-five (9045) days on any one occasion, or (iii) for an aggregate period exceeding one hundred twenty sixty (12060) days in any twelve (12) month period. In the event case of a Shelf Suspension, the notice required above shall request the Holders agree to suspend, immediately upon their receipt of the notice referred to above, suspend any sale or purchase, or offer to sell or purchase the Registrable SecuritiesShares, and the to suspend use of the prospectus Prospectus related to the Shelf Registration in connection with any such sale or purchase or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Shelf Suspension or any related factspurchase. The Company shall promptly (but in any event within five (5) days) immediately notify the Holders holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the holder such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request.