Common use of Limitations on Registration Rights Clause in Contracts

Limitations on Registration Rights. (a) The Buyer may, by written notice to the Company Stockholders and the Noteholders, (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders immediately cease sales of shares pursuant to the Stockholder Registration Statement, in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for an underwritten public offering of its securities, (B) the Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer desires to keep confidential for business reasons, if the Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; provided that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar days. (b) If the Buyer delays or suspends the Stockholder Registration Statement or requires the Company Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) above, the Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders given pursuant to this paragraph (b), and the Company Stockholders and Noteholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Buyer SkillSoft PLC may, by written notice to the Company Stockholders and the NoteholdersHolders, (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders immediately cease sales of shares pursuant to the Stockholder Registration Statementby no more than 45 days, in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for an underwritten public offering of its securities, (B) the Buyer SkillSoft PLC is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer SkillSoft PLC desires to keep confidential for business reasons, if the Buyer SkillSoft PLC determines in good faith upon the advice of outside counsel that the public disclosure requirements imposed on the Buyer SkillSoft PLC under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; provided that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension negotiations. SkillSoft PLC shall not exceed 60 calendar daysdelay the filing or effectiveness of the Registration Statement more than once for each Demand Registration. (b) If SkillSoft PLC delays the Buyer delays or suspends the Stockholder filing of a Registration Statement or requires the Company Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) aboveStatement, the Buyer SkillSoft PLC shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer SkillSoft PLC to do soso or the delay period referred to in Section 9.2, whichever is earlier, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder and have such Registration Statement and/or give written notice to all Company Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statementdeclared effective. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, SkillSoft PLC shall provide notice of such amendment to the Buyer shall enclose such revised prospectus Holders with the notice to Company Stockholders and Noteholders the Holders given pursuant to this paragraph (b), and the Company Stockholders and Noteholders Holders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus. (c) SkillSoft PLC shall not be required to file a Registration Statement prior to such time as all financial statements required under the Securities Act to be included therein are available and all required accountants' consents have been obtained; (d) SkillSoft PLC shall not be required to file a Registration Statement prior to the date that is 16 months following the Closing Date, provided, however, that if requested by the Holders, SkillSoft PLC shall file a Registration Statement prior to the date that is 18 months following the Closing Date (but in no event earlier than the date that is 16 months following the Closing Date) and SkillSoft PLC shall use its commercially reasonable efforts to cause such registration statement to become effective by the date that is 18 months following the Closing Date. Notwithstanding the foregoing, nothing in this Section 9.2(d) shall require SkillSoft PLC to request the acceleration of the effectiveness of such Registration Statement before the date that is 18 months following the Closing Date; (e) SkillSoft PLC shall not be required to file more than two Registration Statements; (f) only Holders may register shares pursuant to a Demand Registration; and (g) the Holders shall not make more than one request for a Demand Registration in any six month period.

Limitations on Registration Rights. (a) The Buyer Parent may, by written notice to the Company Stockholders and the NoteholdersStockholders, (i) delay the filing or effectiveness of the Stockholder Registration Statement Statement, or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders immediately cease sales of shares the Stockholder Equity Consideration pursuant to the Stockholder Registration Statement, in the event that (A1) the Buyer Parent files a registration statement (other than a registration statement on Form S-8 or its any successor form) with the SEC for an underwritten a public offering of its securities, (B2) the Buyer Parent is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer Parent desires to keep confidential for business reasons, if the Buyer Parent determines in good faith that the public disclosure requirements imposed on the Buyer Parent under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations negotiations, or (C3) the Buyer is ineligible for use of a Form S-3; provided Parent determines in good faith that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during public disclosure requirements imposed on Parent under the Securities Act in connection with the Stockholder Registration Statement would require Parent to file any six (6) month period and any information or materials with the SEC prior to the date that such delay information or suspension shall not exceed 60 calendar daysmaterials otherwise would be required to be filed. (b) If the Buyer Parent delays or suspends the Stockholder Registration Statement or requires the Company Stockholders and Noteholders to cease sales of shares Stockholder Equity Consideration pursuant to paragraph (aSection 8.2(a) abovehereof, the Buyer Parent shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer Parent to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer Parent shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders given pursuant to this paragraph (bSection 8.2(b), and the Company Stockholders and Noteholders shall make no offers or sales of shares Stockholder Equity Consideration pursuant to the Stockholder Registration Statement other than by means of such revised prospectus. (c) Notwithstanding the foregoing, Parent shall not suspend the Stockholder Registration Statement pursuant to Section 8.2(a) hereof for more than forty-five (45) days (a “Registration Suspension”) and provided further that Parent shall not cause more than two (2) Registration Suspensions in any twelve (12) month period.

Limitations on Registration Rights. (a) The Buyer Parent may, by written notice to the Company Stockholders and the NoteholdersSellers, (i) delay the filing or effectiveness of the Stockholder Registration Statement Statement, or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders Sellers immediately cease sales of shares the Consideration Shares pursuant to the Stockholder Registration Statement, in the event that (A) the Buyer Parent files a registration statement (other than a registration statement on Form S-8 or its any successor form) or a prospectus supplement to an effective registration statement pursuant to Rule 424(b) under the Securities Act with the SEC for an underwritten a public offering of its securitiessecurities for its own behalf, (B) the Buyer Parent is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer Parent desires to keep confidential for business reasons, if the Buyer Parent determines in good faith that the public disclosure requirements imposed on the Buyer Parent under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations negotiations, or (C) the Buyer is ineligible for use of a Form S-3; provided Parent determines in good faith that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during public disclosure requirements imposed on the Parent under the Securities Act in connection with the Stockholder Registration Statement would require the Parent to file any six (6) month period and any information or materials with the SEC prior to the date that such delay information or suspension shall not exceed 60 calendar daysmaterials otherwise would be required to be filed, other than the Form 8-K in connection with the Acquisition. (b) If the Buyer Parent delays or suspends the Stockholder Registration Statement or requires the Company Stockholders and Noteholders Sellers to cease sales of shares Consideration Shares pursuant to paragraph (a) aboveArticle 4.2(a), the Buyer Parent shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer Parent to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or (with such Stockholder Registration Statement staying effective and remaining effective for the period contemplated by Article 4.1) and|or give written notice to all Company Stockholders and Noteholders Sellers authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer Parent shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders the Sellers given pursuant to this paragraph (bArticle 4.2(b), and the Company Stockholders and Noteholders Sellers shall make no offers or sales of shares Consideration Shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Buyer may, by written notice to the Company Stockholders and the NoteholdersRegistrable Securityholders, (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders Registrable Securityholders immediately cease sales of shares pursuant to the Stockholder Registration Statement, in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for an underwritten a public offering of its securities, securities or (B) the Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer desires to keep confidential for business reasons, if the Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; provided that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar daysnegotiations. (b) If the Buyer delays or suspends the Stockholder Registration Statement or requires the Company Stockholders and Noteholders Registrable Securityholders to cease sales of shares pursuant to paragraph (a) above, the Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Stockholders and Noteholders Registrable Securityholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders Registrable Securityholders given pursuant to this paragraph (b), and the Company Stockholders and Noteholders Registrable Securityholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Buyer may, by written notice to the Company Stockholders and the Noteholders, Principal Stockholders: (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Principal Stockholders and Noteholders immediately cease sales of shares pursuant to the Stockholder Registration Statement, in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-4 or Form S-8 or its any successor form) with the SEC for an underwritten a public offering of its securities, (B) the Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer desires to keep confidential for business reasons, if the Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; provided that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar days. (b) If the Buyer delays or suspends the Stockholder Registration Statement or requires the Company Principal Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) above, the Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Principal Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer shall enclose such revised prospectus with the notice to Company Principal Stockholders and Noteholders given pursuant to this paragraph (b), and the Company Principal Stockholders and Noteholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus. Moreover, if the Buyer delays or suspends the Stockholder Registration Statement or requires the Principal Stockholders to cease sales of shares pursuant to clause (i) of paragraph (a) above, the Buyer shall permit each Principal Stockholder to include in a registration statement filed by the Buyer during such period, any Merger Shares that would have been included in the Stockholder Registration Statement, subject to the right of the Buyer to limit the number of Merger Shares to be included in a registration statement relating to a unwritten offering of Common Stock of the Buyer if the managing underwriter of such offering determines that the inclusion of such Merger Shares in such offering would adversely affect the marketability of such offering.

Limitations on Registration Rights. (a) The Buyer may, by written notice to the Company Stockholders and the NoteholdersStockholders, (i) delay the filing or effectiveness of the a Stockholder Registration Statement or (ii) suspend the a Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders immediately cease sales of shares pursuant to the a Stockholder Registration Statement, in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for an underwritten public offering of its securities, (B) the Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer desires to keep confidential for business reasons, if the Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the such Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; negotiations, provided that the Buyer may utilize clause (B) period of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar daysdays in any 12-month period. (b) If the Buyer delays or suspends the a Stockholder Registration Statement or requires the Company Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) above, the Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the a Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders given pursuant to this paragraph (b), and the Company Stockholders and Noteholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Buyer Parent may, upon a determination by its Board of Directors and by written notice to the Company Stockholders and the Noteholders, (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) Escrow Participants suspend the Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders Escrow Participants immediately cease sales of shares the Merger Consideration pursuant to the Stockholder Registration Statement, in the event that (A1) the Buyer Parent files a registration statement (other than a registration statement on Form S-8 or its any successor form) or a prospectus supplement to an effective registration statement pursuant to Rule 424(b) under the Securities Act with the SEC for an underwritten a public offering of its securitiessecurities for its own behalf, or (B2) the Buyer Parent is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer Parent desires to keep confidential for business reasons, if the Buyer Parent’s Board of Directors determines in good faith that the public disclosure requirements imposed on the Buyer Parent under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; provided that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar daysnegotiations. (b) If the Buyer Parent delays or suspends the Stockholder Registration Statement or requires the Company Stockholders and Noteholders Escrow Participants to cease sales of shares Merger Consideration pursuant to paragraph (aSection 8.2(a) abovehereof, the Buyer Parent shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer Parent to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement (with such Stockholder Registration Statement staying effective and remaining effective for the period contemplated by Section 8.1 above) and/or give written notice to all Company Stockholders and Noteholders Escrow Participants authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer Parent shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders Escrow Participants given pursuant to this paragraph (bSection 8.2(b), and the Company Stockholders and Noteholders Escrow Participants shall make no offers or sales of shares Merger Consideration pursuant to the Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Buyer may, by written notice to the Company Stockholders and the NoteholdersStockholders, (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders immediately cease sales of shares pursuant to the Stockholder Registration Statement, in the event that (A) the Buyer determines that information required to be included in the financial statements comprising a portion of the Stockholder Registration Statement is not yet available, (B) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for an underwritten a public offering of its securities, (BC) the Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer desires to keep confidential for business reasons, if the Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; provided that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar daysnegotiations. (b) If the Buyer delays or suspends the Stockholder Registration Statement or requires the Company Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) above, the Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders given pursuant to this paragraph (b), and the Company Stockholders and Noteholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Buyer may, by written notice to the Company Stockholders and the NoteholdersStockholders, (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders immediately cease sales of shares pursuant to the Stockholder Registration StatementStatement (each such event, a “Suspension Period”), in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for an underwritten public offering of its securities, (B) the Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer desires to keep confidential for business reasons, if an authorized executive officer of the Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) but only to the extent that such Suspension Period would exist during a period of time that the Buyer is ineligible for use of a Form S-3; provided that not otherwise required to disclose such activity, transaction, preparations or negotiations). In no event shall the Buyer may utilize clause impose a Suspension Period (Bi) during the first five (5) business days after the Stockholder Registration Statement first becomes effective, (ii) for a period of this Section 7.2 more than thirty (a30) only once during days in any six single instance or more than ninety (690) month period days in the aggregate, or (iii) at a time when the officers and any such delay or suspension shall directors of the Buyer are not exceed 60 calendar daysrestricted from trading in the Buyer’s securities. (b) If the Buyer delays or suspends the Stockholder Registration Statement or requires the Company Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) above, the Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders given pursuant to this paragraph (b), and the Company Stockholders and Noteholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Buyer may, by written notice to the Company Stockholders and the NoteholdersStockholders, (i) delay the filing or effectiveness of the a Stockholder Registration Statement or (ii) suspend the a Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders immediately cease sales of shares pursuant to the a Stockholder Registration Statement, in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for an underwritten public offering of its securities, (B) the Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer desires to keep confidential for business reasons, if the Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the such Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; provided negotiations, PROVIDED that the Buyer may utilize clause (B) period of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar daysdays in any 12-month period. (b) If the Buyer delays or suspends the a Stockholder Registration Statement or requires the Company Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) above, the Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the a Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders given pursuant to this paragraph (b), and the Company Stockholders and Noteholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Buyer may, by written notice to the Company Stockholders and the NoteholdersStockholders, (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Stockholders and Noteholders (which, for the purposes of this Article VII exclusively, shall also be deemed to include holders of Warrants) immediately cease sales of shares pursuant to the Stockholder Registration Statement, in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for an underwritten public offering of its securities, (B) the Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer desires to keep confidential for business reasons, if the Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations negotiations, or (CB) the Buyer is ineligible fails to meet the SEC requirements, as set forth in the General Instructions to Form S-3, for use of a Form S-3; provided that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar daysStockholder Registration Statement. (b) If the Buyer delays or suspends the Stockholder Registration Statement or requires the Company Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) above, the Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer shall enclose such revised prospectus with the notice to Company Stockholders and Noteholders given pursuant to this paragraph (b), and the Company Stockholders and Noteholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) a. The Buyer may, by written notice to the Company Stockholders and the Noteholders, Principal Stockholders: (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Principal Stockholders and Noteholders immediately cease sales of shares pursuant to the Stockholder Registration Statement, in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-4 or Form S-8 or its any successor form) with the SEC for an underwritten a public offering of its securities, (B) the Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer desires to keep confidential for business reasons, if the Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; provided that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar days. (b) b. If the Buyer delays or suspends the Stockholder Registration Statement or requires the Company Principal Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) above, the Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or give written notice to all Company Principal Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer shall enclose such revised prospectus with the notice to Company Principal Stockholders and Noteholders given pursuant to this paragraph (b), and the Company Principal Stockholders and Noteholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus. Moreover, if the Buyer delays or suspends the Stockholder Registration Statement or requires the Principal Stockholders to cease sales of shares pursuant to clause (i) of paragraph (a) above, the Buyer shall permit each Principal Stockholder to include in a registration statement filed by the Buyer during such period, any Merger Shares that would have been included in the Stockholder Registration Statement, subject to the right of the Buyer to limit the number of Merger Shares to be included in a registration statement relating to a unwritten offering of Common Stock of the Buyer if the managing underwriter of such offering determines that the inclusion of such Merger Shares in such offering would adversely affect the marketability of such offering.

Limitations on Registration Rights. (a) The Buyer Company may, by written notice to the Company Stockholders and the NoteholdersTarget REIT Stockholders, (i) delay the filing or effectiveness of the Stockholder Registration Statement or (ii) suspend the Stockholder Registration Statement after effectiveness and require that the Company Target REIT Stockholders and Noteholders immediately cease sales of shares pursuant to the Stockholder Registration Statement, in the event that (A) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for an underwritten public offering of its securities, (B) the Buyer Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Buyer Company desires to keep confidential for business reasons, if the Buyer Company determines in good faith that the public disclosure requirements imposed on the Buyer Company under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations or (C) the Buyer is ineligible for use of a Form S-3; provided that the Buyer may utilize clause (B) of this Section 7.2 (a) only once during any six (6) month period and any such delay or suspension shall not exceed 60 calendar daysnegotiations. (b) If the Buyer Company delays or suspends the Stockholder Registration Statement or requires the Company Target REIT Stockholders and Noteholders to cease sales of shares pursuant to paragraph (a) above, the Buyer Company shall, as promptly as practicable following the termination of the circumstance which entitled the Buyer Company to do so, take such actions as may be necessary to file or reinstate the effectiveness of the Stockholder Registration Statement and/or or give written notice to all Company Target REIT Stockholders and Noteholders authorizing them to resume sales pursuant to the Stockholder Registration Statement. If as a result thereof the prospectus included in the Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Buyer Company shall enclose such revised prospectus with the notice to Company Target REIT Stockholders and Noteholders given pursuant to this paragraph (b), and the Company Target REIT Stockholders and Noteholders shall make no offers or sales of shares pursuant to the Stockholder Registration Statement other than by means of such revised prospectus. (c) The Company's delay and suspension right permitted by Section 2.4(a) above may be exercised by the Company for no more than 60 consecutive days on any one occasion and may apply for no greater than an aggregate of 120 days in any 365-day period.