Common use of Obligation to Suspend Distribution Clause in Contracts

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence of any fact or occurrence of any event of the kind described in Section 3.1.6(c) or (d) hereof, such holder of Registrable Securities will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until: (i) such holder of Registrable Securities has received copies of the supplemented or amended Prospectus contemplated by Section 3.16(d) hereof; or (ii) such holder of Registrable Securities is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each holder of Registrable Securities will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such notice of suspension. 3.2.2 Each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading.

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon Upon receipt of any written notice (a “Suspension Notice”) from the Company of the happening of: (i) any request by the Commission for any amendment or supplement to any Automatic Shelf Registration Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown, Company Piggyback Offering or Other Holder Piggyback Offering, as applicable, or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus; or (ii) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of any fact or occurrence of any event of the kind described in Section 3.1.6(c) or (d) hereofmaterial non-public information, such holder of Registrable Securities will forthwith each Investor shall immediately discontinue disposition of such Registrable Securities pursuant to the Automatic Shelf Registration Statement until: (i) Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown Company Piggyback Offering or Other Holder Piggyback Offering, as applicable, covering such holder of Registrable Securities has received copies of until the Investors receive the required supplemented or amended Prospectus contemplated by Section 3.16(d) hereof; or (ii) such holder or the restriction on the ability of Registrable Securities is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference “insiders” to transact in the Prospectus. If Company’s securities is removed, as applicable, and, if so directed by the Company, each holder of Registrable Securities the Investors will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securitiesthe Investors’ possession, of the most recent Prospectus covering such Registrable Securities that was current at the time of receipt of such notice of suspensionnotice. 3.2.2 Each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading.

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon Upon receipt of any written notice (a “Suspension Notice”) from the Company of the happening of: (a) any request by the Commission for any amendment or supplement to any Automatic Shelf Registration Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown, Company Piggyback Offering or Other Holder Piggyback Offering, as applicable, or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus; or (b) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of any fact or occurrence of any event of material non-public information, the kind described in Section 3.1.6(c) or (d) hereof, such holder of Registrable Securities will forthwith Investor shall immediately discontinue disposition of such Registrable Securities pursuant to the Automatic Shelf Registration Statement until: (i) Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown Company Piggyback Offering or Other Holder Piggyback Offering, as applicable, covering such holder of Registrable Securities has received copies of until the Investor receives the required supplemented or amended Prospectus contemplated by Section 3.16(d) hereof; or (ii) such holder or the restriction on the ability of Registrable Securities is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference “insiders” to transact in the Prospectus. If Company’s securities is removed, as applicable, and, if so directed by the Company, each holder of Registrable Securities the Investor will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ the Investor’s possession, of the most recent Prospectus covering such Registrable Securities that was current at the time of receipt of such notice of suspensionnotice. 3.2.2 Each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading.

Obligation to Suspend Distribution. 3.2.1 (a) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence happening of any fact or occurrence of any event events of the kind described in Section 3.1.6(cSections 2.04(a)(iii)(C), 2.04(a)(iii)(D)(in any applicable state) or (d) hereof2.04(a)(iv), such holder of Registrable Securities will forthwith discontinue disposition of its Registrable Securities pursuant to the Registration Statement until: (i) such Statement, in the case of Section 2.04(a)(iv), until the holder of Registrable Securities has received receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d) hereof; or (ii) such 2.04(a)(iv), or in any case until the holder of Registrable Securities is advised in writing by the Company that the use of the Prospectus prospectus may be resumed, and has received receives copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If prospectus and, if so directed by the Company, each the holder of Registrable Securities will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ holder’s possession, of the Prospectus prospectus covering such Registrable Securities that was are current at the time of the receipt of such notice. In the event that the Company shall give any such notice in respect of suspensiona Demand Registration, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.04(a)(iv) or is advised in writing by the Company that the use of the prospectus may be resumed. 3.2.2 Each (b) In the case of a resale registration on Form S-3 pursuant to Section 2.01, upon any suspension by the Company, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by the Company’s board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities included in any registration shall be entitled to sell any immediately discontinue disposition of such Registrable Securities pursuant to a the Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of Statement covering such Registrable Securities as until the Company may from time restriction on the ability of “insiders” to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth transact in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleadingCompany’s securities is removed.

Obligation to Suspend Distribution. 3.2.1 (a) Each holder of Registrable Securities agrees agrees, by acquisition of such Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence happening of any fact or occurrence of any event events of the kind described in Section 3.1.6(cSections 3.4(a)(iii)(C), 3.4(a)(iii)(D) (in any applicable state) or (d) hereof3.4(a)(iv), such holder of Registrable Securities will forthwith immediately discontinue disposition of its Registrable Securities pursuant to the Registration Statement until: (i) such Statement, in the case of Section 3.4(a)(iv), until the holder of Registrable Securities has received receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d) hereof; or (ii) such 3.4(a)(iv), or in any case until the holder of Registrable Securities is advised in writing by the Company that the use of the Prospectus prospectus may be resumed, and has received receives copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If prospectus and, if so directed by the Company, each the holder of Registrable Securities will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ holder’s possession, of the Prospectus prospectus covering such Registrable Securities that was are current at the time of the receipt of such notice. In the event that the Company shall give any such notice in respect of suspensiona Demand Registration, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3.4(a)(iv) or is advised in writing by the Company that the use of the prospectus may be resumed. 3.2.2 Each (b) In the case of a resale registration on a Form S-3 Registration Statement, upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities included in any registration shall be entitled to sell any immediately discontinue disposition of such Registrable Securities pursuant to a the Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of Statement covering such Registrable Securities as until the Company may from time restriction on the ability of “insiders” to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth transact in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleadingCompany’s securities is removed.

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon Upon receipt of any written notice (a “Suspension Notice”) from the Company of the happening of: (i) any request by the SEC for any amendment or supplement to any Automatic Shelf Registration Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown Company Piggyback Offering, Other Holder Piggyback Offering or Private Placement, as applicable, or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus; or (ii) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of any fact or occurrence of any event of material non-public information, the kind described in Section 3.1.6(c) or (d) hereof, such holder of Registrable Securities will forthwith Company shall immediately discontinue disposition of such Registrable Securities pursuant to the Automatic Shelf Registration Statement until: (i) Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown Company Piggyback Offering, Other Holder Piggyback Offering or Private Placement, as applicable, covering such holder of Registrable Securities has received copies of until Seller receives the required supplemented or amended Prospectus contemplated by Section 3.16(d) hereof; or (ii) such holder or the restriction on the ability of Registrable Securities is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference “insiders” to transact in the Prospectus. If Company’s securities is removed, as applicable, and, if so directed by the Company, each holder of Registrable Securities Seller will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ Seller’s possession, of the most recent Prospectus covering such Registrable Securities that was current at the time of receipt of such notice of suspensionnotice. 3.2.2 Each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading.

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon Upon receipt of any written notice (a “Suspension Notice”) from the Company of the existence happening of: (i) any request by the SEC for any amendment or supplement to any Automatic Shelf Registration Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown Company Piggyback Offering, Other Holder Piggyback Offering or Private Placement, as applicable, or any Prospectus relating thereto or for additional information or of any fact or the occurrence of any an event requiring the preparation of the kind described in Section 3.1.6(c) a supplement or amendment to such Prospectus; or (dii) hereofupon any suspension by the Company, such holder pursuant to regular quarterly blackout periods ahead of Registrable Securities will forthwith filing periodic financial statements or special blackout periods pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, the Company shall immediately discontinue disposition of such Registrable Securities pursuant to the Automatic Shelf Registration Statement until: (i) Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown Company Piggyback Offering, Other Holder Piggyback Offering, as applicable, covering such holder of Registrable Securities has received copies of or pursuant to a Private Placement until GBH receives the required supplemented or amended Prospectus contemplated by Section 3.16(d) hereof; or (ii) such holder or the restriction on the ability of Registrable Securities is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference “insiders” to transact in the Prospectus. If Company’s securities is removed, as applicable, and, if so directed by the Company, each holder of Registrable Securities GBH will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ GBH’s possession, of the most recent Prospectus covering such Registrable Securities that was current at the time of receipt of such notice of suspensionnotice. 3.2.2 Each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading.

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon Upon receipt of any notice (a “Suspension Notice”) from the Company Acquiror of the existence of any fact or occurrence happening of any event of the kind described in Section 3.1.6(c) 3.1.6(iv), or (d) hereofin the event that the Registration Statement or prospectus included therein containing a misstatement of material fact or omitting to state a material fact, such holder of each Holder holding Registrable Securities will forthwith included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement until: (i) covering such holder of Registrable Securities has received copies of until such Holder receives the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d3.1.6(iv) hereof; or (ii) such holder of Registrable Securities is or until advised in writing by the Company that the use of the Prospectus prospectus may be resumed. If the filing, and has received copies initial effectiveness or continued use of the Registration Statement in respect of any additional registration at any time would require the Acquiror to make an adverse disclosure or supplemental filings would require the inclusion in such Registration Statement of financial statements that are incorporated by reference unavailable to the Acquiror for reasons beyond the Acquiror’s control, the Acquiror may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shorted period of time, but in the Prospectus. If so directed no event more than thirty (30) days, determined in good faith by the CompanyAcquiror to be necessary for such purpose. In the event the Acquiror exercises its rights under the preceding sentence, each holder of Registrable Securities will deliver the Holders agree to the Company (at the Company’s expense) all copiessuspend, other than permanent file copies then in such holder of Registrable Securities’ possession, immediately upon their receipt of the Prospectus covering such Registrable Securities that was current at noticed referred to above, their use of the time of receipt of such notice of suspension. 3.2.2 Each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information prospectus relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities any registration in connection with such disposition, that such Prospectus does not as any sale or offer to sell Registrable Securities. The Acquiror shall immediately notify the Holders of the time expiration of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or period during which it exercised its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances rights under which they were made not misleadingthis Section 3.2.

Obligation to Suspend Distribution. 3.2.1 (a) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence happening of any fact or occurrence of any event events of the kind described in Section 3.1.6(cSections 2.4(a)(iii)(C), 2.4(a)(iii)(D)(in any applicable state) or (d) hereof2.4(a)(iv), such holder of Registrable Securities will forthwith discontinue disposition of its Registrable Securities pursuant to the Registration Statement until: (i) such Statement, in the case of Section 2.4(a)(iv), until the holder of Registrable Securities has received receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d) hereof; or (ii) such 2.4(a)(iv), or in any case until the holder of Registrable Securities is advised in writing by the Company that the use of the Prospectus prospectus may be resumed, and has received receives copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If prospectus and, if so directed by the Company, each the holder of Registrable Securities will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ holder’s possession, of the Prospectus prospectus covering such Registrable Securities that was are current at the time of the receipt of such notice. In the event that the Company shall give any such notice in respect of suspensiona Demand Registration, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.4(a)(iv) or is advised in writing by the Company that the use of the prospectus may be resumed. 3.2.2 Each (b) In the case of a resale registration on Form S-3 pursuant to Section 2.1, upon any suspension by the Company, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by the Company’s board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities included in any registration shall be entitled to sell any immediately discontinue disposition of such Registrable Securities pursuant to a the Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of Statement covering such Registrable Securities as until the Company may from time restriction on the ability of “insiders” to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth transact in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleadingCompany’s securities is removed.

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon Upon receipt of any notice (a “Suspension Notice”) from the Company Purchaser of the existence of any fact or occurrence happening of any event of the kind described in Section 3.1.6(c) 3.1.6(iv), or (d) hereofin the event of the Registration Statement or prospectus included therein containing a misstatement of material fact or omitting to state a material fact, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Purchaser’s Board of Directors, of the ability of all “insiders” covered by such holder program to transact in the Purchaser’s securities because of the existence of material non-public information, each Investor holding Registrable Securities will forthwith included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement until: (i) covering such holder of Registrable Securities has received copies of until such Investor receives the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d3.1.6(iv) hereof; or (ii) such holder of Registrable Securities is or until advised in writing by the Company that the use of the Prospectus prospectus may be resumed. If the filing, and has received copies initial effectiveness or continued use of the Registration Statement in respect of any additional registration at any time would require the Purchaser to make an Adverse Disclosure or supplemental filings would require the inclusion in such Registration Statement of financial statements that are incorporated by reference unavailable to the Purchaser for reasons beyond the Purchaser’s control, the Purchaser may, upon giving prompt written notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortened period of time, but in the Prospectus. If so directed no event more than thirty (30) days, determined in good faith by the CompanyPurchaser to be necessary for such purpose. In the event the Purchaser exercises its rights under the preceding sentence, each holder of Registrable Securities will deliver the Investors agree to the Company (at the Company’s expense) all copiessuspend, other than permanent file copies then in such holder of Registrable Securities’ possession, immediately upon their receipt of the Prospectus covering such Registrable Securities that was current at noticed referred to above, their use of the time of receipt of such notice of suspension. 3.2.2 Each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information prospectus relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities any registration in connection with such disposition, that such Prospectus does not as any sale or offer to sell Registrable Securities. The Purchaser shall immediately notify the Investors of the time expiration of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or period during which it exercised its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances rights under which they were made not misleadingthis Section 3.2.

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon Upon receipt of any notice (a “Suspension Notice”) from the Company Acquiror of the existence of any fact or occurrence happening of any event of the kind described in Section 3.1.6(c) 3.1.6(iv), or (d) hereofin the event that the Registration Statement or prospectus included therein containing a misstatement of material fact or omitting to state a material fact, such holder of each Investor holding Registrable Securities will forthwith included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement until: (i) covering such holder of Registrable Securities has received copies of until such Investor receives the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d3.1.6(iv) hereof; or (ii) such holder of Registrable Securities is or until advised in writing by the Company that the use of the Prospectus prospectus may be resumed. If the filing, and has received copies initial effectiveness or continued use of the Registration Statement in respect of any additional registration at any time would require the Acquiror to make an adverse disclosure or supplemental filings would require the inclusion in such Registration Statement of financial statements that are incorporated by reference unavailable to the Acquiror for reasons beyond the Acquiror’s control, the Acquiror may, upon giving prompt written notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shorted period of time, but in the Prospectus. If so directed no event more than thirty (30) days, determined in good faith by the CompanyAcquiror to be necessary for such purpose. In the event the Acquiror exercises its rights under the preceding sentence, each holder of Registrable Securities will deliver the Investors agree to the Company (at the Company’s expense) all copiessuspend, other than permanent file copies then in such holder of Registrable Securities’ possession, immediately upon their receipt of the Prospectus covering such Registrable Securities that was current at noticed referred to above, their use of the time of receipt of such notice of suspension. 3.2.2 Each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information prospectus relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities any registration in connection with such disposition, that such Prospectus does not as any sale or offer to sell Registrable Securities. The Acquiror shall immediately notify the Investors of the time expiration of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or period during which it exercised its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances rights under which they were made not misleadingthis Section 3.2.

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon Upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of (i) the issuance or threatened issuance by the SEC of any stop order; (ii) any request by the SEC for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information; (iii) the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such registration statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) in the case of a resale registration on Form S-3 pursuant to Section 3.1.2 hereof or upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of any fact or occurrence of any event of material non-public information, then, in each such case and upon notice by the kind described in Section 3.1.6(c) or (d) hereofCompany thereof, such each holder of Registrable Securities will forthwith included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement until: (i) registration statement covering such Registrable Securities until such holder of Registrable Securities has received copies of the receives a supplemented or amended Prospectus contemplated by Section 3.16(d) hereof; or (ii) prospectus, or until such holder of Registrable Securities is advised in writing by the Company that the use of the Prospectus then current prospectus may be resumed, used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus or the Prospectus. If so directed by restriction on the ability of “insiders” to transact in the Company’s securities is removed, each holder as applicable. The Company shall provide such holders of Registrable Securities will deliver and/or the managing underwriter, if any, with any such supplemented or amended prospectuses or additional or supplemental filings, as the case may be. Notwithstanding anything to the contrary in this Agreement, the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such notice of suspension. 3.2.2 Each holder shall not exercise its rights under this Section 3.1.5 to suspend sales of Registrable Securities agrees for a period in excess of sixty (60) days consecutively or ninety (90) days in any three hundred sixty five (365) -day period unless the suspension is required by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) law (including the information required to be included in such Notice rules and Questionnaireregulations of the SEC) and the information set forth in the next sentence. Each holder opinion of Registrable Securities agrees promptly to furnish counsel to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleadingCompany.

Obligation to Suspend Distribution. 3.2.1 (a) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence happening of any fact or occurrence of any event events of the kind described in Section 3.1.6(cSections 2.04(a)(iii)(C), 2.04(a)(iii)(D)(in any applicable state) or (d) hereof2.04(a)(iv), such holder of Registrable Securities will forthwith discontinue disposition of its Registrable Securities pursuant to the Registration Statement until: (i) such Statement, in the case of Section 2.04(a)(iv), until the holder of Registrable Securities has received receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d) hereof; or (ii) such 2.04(a)(iv), or in any case until the holder of Registrable Securities is advised in writing by the Company that the use of the Prospectus prospectus may be resumed, and has received receives copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If prospectus and, if so directed by the Company, each the holder of Registrable Securities will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ holder’s possession, of the Prospectus prospectus covering such Registrable Securities that was are current at the time of the receipt of such notice. In the event that the Company shall give any such notice in respect of suspensiona Demand Registration, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.04(a)(iv) or is advised in writing by the Company that the use of the prospectus may be resumed. 3.2.2 Each (b) In the case of a resale registration on Form S-3 pursuant to Section 2.01, upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities included in any registration shall be entitled to sell any immediately discontinue disposition of such Registrable Securities pursuant to a the Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of Statement covering such Registrable Securities as until the Company may from time restriction on the ability of “insiders” to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth transact in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleadingCompany’s securities is removed.

Obligation to Suspend Distribution. 3.2.1 (a) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence happening of any fact or occurrence of any event events of the kind described in Section 3.1.6(cSections 2.4(a)(iii)(C), 2.4(a)(iii)(D)(in any applicable state) or (d) hereof2.4(a)(iv), such holder of Registrable Securities will forthwith discontinue disposition of its Registrable Securities pursuant to the Registration Statement until: (i) such Statement, in the case of Section 2.4(a)(iv), until the holder of Registrable Securities has received receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d) hereof; or (ii) such 2.4(a)(iv), or in any case until the holder of Registrable Securities is advised in writing by the Company that the use of the Prospectus prospectus may be resumed, and has received receives copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If prospectus and, if so directed by the Company, each the holder of Registrable Securities will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ holder’s possession, of the Prospectus prospectus covering such Registrable Securities that was are current at the time of the receipt of such notice. In the event that the Company shall give any such notice in respect of suspensiona Demand Registration, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.4(a)(iv) or is advised in writing by the Company that the use of the prospectus may be resumed. 3.2.2 Each (b) In the case of a resale registration on Form S-3 pursuant to Section 2.1, upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities included in any registration shall be entitled to sell any immediately discontinue disposition of such Registrable Securities pursuant to a the Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of Statement covering such Registrable Securities as until the Company may from time restriction on the ability of “insiders” to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth transact in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleadingCompany’s securities is removed.

Obligation to Suspend Distribution. 3.2.1 (a) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence happening of any fact or occurrence of any event events of the kind described in Section 3.1.6(cSections 2.4(a)(iii)(C), 2.4(a)(iii)(D) (in any applicable state) or (d) hereof2.4(a)(iv), such holder of Registrable Securities will forthwith discontinue disposition of its Registrable Securities pursuant to the Registration Statement until: (i) such Statement, in the case of Section 2.4(a)(iv), until the holder of Registrable Securities has received receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d) hereof; or (ii) such 2.4(a)(iv), or in any case until the holder of Registrable Securities is advised in writing by the Company that the use of the Prospectus prospectus may be resumed, and has received receives copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If prospectus and, if so directed by the Company, each the holder of Registrable Securities will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ holder’s possession, of the Prospectus prospectus covering such Registrable Securities that was are current at the time of the receipt of such notice. In the event that the Company shall give any such notice in respect of suspensiona Demand Registration, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.4(a)(iv) or is advised in writing by the Company that the use of the prospectus may be resumed. 3.2.2 Each (b) In the case of a resale registration on Form S-3 pursuant to Section 2.3, upon any suspension by the Company, pursuant to a written ixxxxxx xxxxxxx compliance program adopted by the Company’s board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities included in any registration shall be entitled to sell any immediately discontinue disposition of such Registrable Securities pursuant to a the Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of Statement covering such Registrable Securities as until the Company may from time restriction on the ability of “insiders” to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth transact in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleadingCompany’s securities is removed.

Obligation to Suspend Distribution. 3.2.1 Each holder of Registrable Securities agrees by acquisition of Registrable Securities that, upon Upon receipt of any written notice (a “Suspension Notice”) from the Company of the happening of: (a) any request by the Commission for any amendment or supplement to any Automatic Shelf Registration Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown, Company Piggyback Offering or Other Holder Piggyback Offering, as applicable, or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus; or (b) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of any fact or occurrence of any event of the kind described in Section 3.1.6(c) or (d) hereofmaterial non-public information, such holder of Registrable Securities will forthwith each Investor shall immediately discontinue disposition of such Registrable Securities pursuant to the Automatic Shelf Registration Statement until: (i) Statement, Substitute Shelf Registration Statement, Alternative Shelf Registration Statement, Block Trade, Underwritten Shelf Takedown Company Piggyback Offering or Other Holder Piggyback Offering, as applicable, covering such holder of Registrable Securities has received copies of until the Investors receive the required supplemented or amended Prospectus contemplated by Section 3.16(d) hereof; or (ii) such holder or the restriction on the ability of Registrable Securities is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference “insiders” to transact in the Prospectus. If Company’s securities is removed, as applicable, and, if so directed by the Company, each holder of Registrable Securities the Investors will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securitiesthe Investors’ possession, of the most recent Prospectus covering such Registrable Securities that was current at the time of receipt of such notice of suspensionnotice. 3.2.2 Each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading.

Obligation to Suspend Distribution. 3.2.1 (a) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence happening of any fact or occurrence of any event events of the kind described in Section 3.1.6(cSections 2.04(a)(iii)(C), 2.04(a)(iii)(D)(in any applicable state) or (d) hereof2.04(a)(iv), such holder of Registrable Securities will forthwith discontinue disposition of its Registrable Securities pursuant to the Registration Statement until: (i) such Statement, in the case of Section 2.04(a)(iv), until the holder of Registrable Securities has received receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3.16(d) hereof; or (ii) such 2.04(a)(iv), or in any case until the holder of Registrable Securities is advised in writing by the Company that the use of the Prospectus prospectus may be resumed, and has received receives copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If prospectus and, if so directed by the Company, each the holder of Registrable Securities will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder of Registrable Securities’ holder’s possession, of the Prospectus prospectus covering such Registrable Securities that was are current at the time of the receipt of such notice. In the event that the Company shall give any such notice in respect of suspensiona Demand Registration, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.04(a)(iv) or is advised in writing by the Company that the use of the prospectus may be resumed. 3.2.2 Each (b) In the case of a resale registration on Form S-3 pursuant to Section 2.03, upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities agrees by acquisition of Registrable Securities, that no holder of Registrable Securities included in any registration shall be entitled to sell any immediately discontinue disposition of such Registrable Securities pursuant to a the Registration Statement; or to receive a Prospectus relating thereto, unless such holder of Registrable Securities has furnished the Company with a notice and questionnaire in a form prescribed by the Company (a “Notice and Questionnaire”) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each holder of Registrable Securities agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder of Registrable Securities not misleading and any other information regarding such holder of Registrable Securities and the distribution of Statement covering such Registrable Securities as until the Company may from time restriction on the ability of “insiders” to time reasonably request in writing. Any sale of any Registrable Securities by any holder of Registrable Securities shall constitute a representation and warranty by such holder of Registrable Securities that the information relating to such holder of Registrable Securities and its plan of distribution is as set forth transact in the Prospectus delivered by such holder of Registrable Securities in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such holder of Registrable Securities or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such holder of Registrable Securities or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleadingCompany’s securities is removed.