Common use of Permitted Interruption Clause in Contracts

Permitted Interruption. Notwithstanding any provision of this Article 2, the Issuer shall not be required to prepare or file a registration statement, amendment or post-effective amendment thereto or prospectus supplement or to supplement or amend any registration statement or otherwise facilitate the resale of Registrable Securities, and the Issuer shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, if such filing, supplement or amendment (and any required disclosure therein), in the good faith and reasonable judgment of the Issuer, would jeopardize the completion of a material investment in the Issuer, or any acquisition, divestiture or other similar transaction that the Issuer is at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as the Issuer shall, as promptly as practicable thereafter, comply with the requirements CLCORP01 Doc: 230115_4 26 of this Article 2, if applicable (any period described in this Section 2.9 during which the Company is not required to make such filing, amendment or supplement being herein a "Permitted Interruption"). If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registration, the Issuer agrees to notify each of the Holders so affected by a Permitted Interruption upon each of the commencement and termination of each Permitted Interruption. The Issuer shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption. The Permitted Interruption terminates upon the termination of such negotiations or the public disclosure thereof.

Permitted Interruption. Notwithstanding any provision of this Article 2Agreement or the Exchange Agreement, the Issuer Company shall not be required to prepare or file a registration statementthe Shelf Registration Statement, any amendment or post-post- effective amendment thereto or prospectus Prospectus supplement or to supplement or amend any registration statement the Shelf Registration Statement or otherwise facilitate the resale of Registrable Securities, and the Issuer Company shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, if such filing(x) in connection with pending corporate developments, supplement or amendment (and any required disclosure therein), in the good faith and reasonable judgment of the Issuer, would jeopardize the completion of a material investment in the Issuer, or any acquisition, divestiture or other similar transaction that the Issuer is at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as the Issuer shall, as promptly as practicable thereafter, comply public filings with the requirements CLCORP01 Doc: 230115_4 26 SEC and similar events, for a period not to exceed 30 days in any three-month period or an aggregate of this Article 290 days (whether or not consecutive) in any twelve-month period or (y) in connection with any pending or potential acquisitions, if applicable financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period (any period described in this Section 2.9 5 during which the Company is not required to make such filing, amendment or supplement being is herein referred to as a "“Permitted Interruption"”). If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registrationthe Shelf Registration Statement during the Registration Period, the Issuer Company agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and termination of each Permitted Interruption. The Issuer Company shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption. The , and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption terminates to any Person. Each Holder agrees that, upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the Company’s notice as to the termination of the Permitted Interruption. In the event of a Permitted Interruption during the Registration Period, the Registration Period shall be extended by the number of days of such negotiations or the public disclosure thereofperiod.

Permitted Interruption. Notwithstanding any other provision of this Article 2Agreement, the Issuer Parent shall not be required to prepare or file a registration statementthe Registration Statement, any amendment or post-effective amendment thereto or prospectus supplement Prospectus supplement, or to supplement or amend any registration statement the Registration Statement or otherwise facilitate the resale of Registrable Securities, and the Issuer Parent shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, if such filing(i) in connection with pending corporate developments, supplement or amendment (and any required disclosure therein), in the good faith and reasonable judgment of the Issuer, would jeopardize the completion of a material investment in the Issuer, or any acquisition, divestiture or other similar transaction that the Issuer is at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as the Issuer shall, as promptly as practicable thereafter, comply public filings with the requirements CLCORP01 Doc: 230115_4 26 SEC and similar events, for a period not to exceed 30 days in any three-month period or an aggregate of this Article 290 days (whether or not consecutive) in any twelve-month period or (ii) in connection with any pending or potential acquisitions, if applicable financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period (any period described in this Section 2.9 11.5 during which the Company Parent is not required to make such filing, amendment or supplement being is herein referred to as a "Permitted Interruption"). If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registrationthe Registration Statement during the Period such Registration Statement remains effective, the Issuer Parent agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and the termination of each Permitted Interruption. The Issuer Parent shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption. The , and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption terminates to any Person. Each Holder agrees that, upon receipt of any notice from Parent, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such Holder's receipt of Parent's notice as to the termination of the Permitted Interruption. In the event of a Permitted Interruption, the duration of the applicable period in which the Registration Statement is to remain effective, shall be extended by the number of days of such negotiations or period and, in the public disclosure thereofevent the Permitted Interruption occurs between the 182 and 273 day after the Closing Date, the registration period set forth in (ii) of the definition of "Registrable Securities" will be delayed by the number of says added to the 273rd day.

Permitted Interruption. Notwithstanding any provision of this Article 2Agreement or the Agreement, the Issuer Company shall not be required to prepare or file a registration statementthe Shelf Registration Statement, any amendment or post-post- effective amendment thereto or prospectus Prospectus supplement or to supplement or amend any registration statement the Shelf Registration Statement or otherwise facilitate the resale of Registrable Securities, and the Issuer Company shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, if such filing(x) in connection with pending corporate developments, supplement or amendment (and any required disclosure therein), in the good faith and reasonable judgment of the Issuer, would jeopardize the completion of a material investment in the Issuer, or any acquisition, divestiture or other similar transaction that the Issuer is at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as the Issuer shall, as promptly as practicable thereafter, comply public filings with the requirements CLCORP01 Doc: 230115_4 26 SEC and similar events, for a period not to exceed 30 days in any three-month period or an aggregate of this Article 290 days (whether or not consecutive) in any twelve-month period or (y) in connection with any pending or potential acquisitions, if applicable financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period (any period described in this Section 2.9 5 during which the Company is not required to make such filing, amendment or supplement being is herein referred to as a "“Permitted Interruption"”). If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registrationthe Shelf Registration Statement during the Registration Period, the Issuer Company agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and termination of each Permitted Interruption. The Issuer Company shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption. The , and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption terminates to any Person. Each Holder agrees that, upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the Company’s notice as to the termination of such negotiations or the public disclosure thereofPermitted Interruption.

Permitted Interruption. Notwithstanding any provision of this Article 2Agreement or the Acquisition Agreement, the Issuer shall not be required Company may postpone for up to prepare six months the filing of or file a registration statementthe effectiveness of any Registration Statement, any amendment or post-effective amendment thereto or prospectus supplement or to supplement or amend any registration statement Prospectus supplement, or otherwise facilitate facilitating the resale of Registrable Securities, and the Issuer Company shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, (x) if the Company's Board of Directors, in its good faith judgment, determines that such filing, supplement or amendment would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (and other than in the ordinary course) or any required disclosure therein)merger, consolidation, tender offer or similar transaction or (y) the Company's Board of Directors, in the its good faith and reasonable judgment of the Issuerjudgment, would jeopardize the completion of a material investment in the Issuer, or any acquisition, divestiture or other similar transaction determines that the Issuer is at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as will adversely interfere with other Company events or would require disclosure of material nonpublic information relating to the Issuer shallCompany which, as promptly as practicable thereafterin the reasonable opinion of the Board of Directors of the Company, comply with the requirements CLCORP01 Doc: 230115_4 26 of this Article 2, if applicable should not be disclosed (any period such event described in this Section 2.9 8 during which the Company is not required to make such filing, amendment or supplement being is herein referred to as a "Permitted InterruptionPERMITTED INTERRUPTION"); provided, that the Company may postpone the filing or effectiveness of any Registration Statement pursuant hereto not more than once during any twelve consecutive month period. If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registrationa Registration Statement during the period such Registration Statement remains effective, the Issuer Company agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and the termination of each Permitted Interruption. The Issuer Company shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption. The , and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption terminates to any Person. Each Holder agrees that, upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the Company's notice as to the termination of the Permitted Interruption. In the event of a Permitted Interruption, the duration of the applicable period in which a Registration Statement is to remain effective shall be extended by the number of days of such negotiations period. The Company shall reimburse each holder of Registrable Securities for all costs and expenses reasonably incurred by such Holder in connection with the postponement or the public disclosure thereofwithdrawal of such a filing.

Permitted Interruption. Notwithstanding any provision of this Article 2Agreement or the Acquisition Agreement, the Issuer shall not be required Company may postpone for up to prepare six months the filing of or file a registration statementthe effectiveness of any Registration Statement, any amendment or post-effective amendment thereto or prospectus supplement or to supplement or amend any registration statement Prospectus supplement, or otherwise facilitate facilitating the resale of Registrable Securities, and the Issuer Company shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, (x) if the Company's Board of Directors, in its good faith judgment, determines that such filing, supplement or amendment would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (and other than in the ordinary course) or any required disclosure therein)merger, consolidation, tender offer or similar transaction or (y) the Company's Board of Directors, in the its good faith and reasonable judgment of the Issuerjudgment, would jeopardize the completion of a material investment in the Issuer, or any acquisition, divestiture or other similar transaction determines that the Issuer is at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as will adversely interfere with other Company events or would require disclosure of material nonpublic information relating to the Issuer shallCompany which, as promptly as practicable thereafterin the reasonable opinion of the Board of Directors of the Company, comply with the requirements CLCORP01 Doc: 230115_4 26 of this Article 2, if applicable should not be disclosed (any period such event described in this Section 2.9 5 during which the Company is not required to make such filing, amendment or supplement being is herein referred to as a "Permitted InterruptionPERMITTED INTERRUPTION"); PROVIDED, THAT the Company may postpone the filing or effectiveness of any Registration Statement pursuant hereto not more than once during any twelve consecutive month period. If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registrationa Registration Statement during the period such Registration Statement remains effective, the Issuer Company agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and the termination of each Permitted Interruption. The Issuer Company shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption. The , and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption terminates to any Person. Each Holder agrees that, upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the Company's notice as to the termination of the Permitted Interruption. In the event of a Permitted Interruption, the duration of the applicable period in which a Registration Statement is to remain effective shall be extended by the number of days of such negotiations period. The Company shall reimburse each holder of Registrable Securities for all costs and expenses reasonably incurred by such Holder in connection with the postponement or the public disclosure thereofwithdrawal of such a filing.

Permitted Interruption. Notwithstanding any provision of this Article 2Agreement, the Issuer shall will not be required to prepare or file a registration statement, Registration Statement pursuant to Section 3.6(a) or any amendment or post-effective amendment supplement thereto or prospectus supplement or pursuant to supplement or amend any registration statement or otherwise facilitate the resale of Registrable Securitiessuch section, and the Issuer shall will be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement supplement, or amendmentamendment not being prepared or filed, if such filing, supplement supplement, or amendment (and any required disclosure therein), in the good faith and reasonable judgment of the Issuer, would jeopardize be adverse to the completion of a material investment in the IssuerIssuer and its shareholders because such filing, supplement, or amendment would require the disclosure of material non-public information concerning the Issuer or any possible acquisition, divestiture corporate reorganization, or other similar material business transaction that involving the Issuer is at such time in negotiations thereforor any of its Affiliates, so long as the Issuer shallIssuer, as promptly as practicable after the conclusion of such negotiationsinformation has been publicly disclosed or no longer constitutes material non-public information, make makes such filing, supplement supplement, or amendment and so long as the Issuer shallIssuer, as promptly as practicable thereafter, comply complies with the requirements CLCORP01 Doc: 230115_4 26 of this Article 2Agreement, if applicable (any period described in this Section 2.9 3.6(c) during which the Company Issuer is not required to make such filing, supplement, or amendment or supplement being is herein referred to as a "“Permitted Interruption"”). If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registrationany registration under this Agreement, the Issuer agrees to must notify each of the Holders so affected by a Permitted Interruption upon CCC promptly after each of the commencement and termination of each Permitted Interruption. During any Permitted Interruption CCC may not Transfer any Issuer Securities pursuant to any effective Registration Statement filed pursuant to this Section 3.6. The Issuer shall will not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption. The Interruption and CCC must not disclose receipt of a notice of Permitted Interruption terminates upon to any Person other than counsel and any underwriter or other Person participating in the termination of such negotiations or the public disclosure thereofdistribution process.

Permitted Interruption. Notwithstanding any provision of this Article 2, the Issuer shall not be required to prepare or file a registration statement, amendment or post-effective amendment thereto or prospectus supplement or to supplement or amend any registration statement or otherwise facilitate the resale of Registrable Securities, and the Issuer shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, if such filing, supplement or amendment (and any required disclosure therein), in the good faith and reasonable judgment of the Issuer, would jeopardize the completion of a material investment in the Issuer, or any acquisition, divestiture or other similar transaction that the Issuer is at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as the Issuer shall, as promptly as practicable thereafter, comply with the requirements CLCORP01 Doc: 230115_4 26 of this Article 2, if applicable (any period described in this Section 2.9 2.8 during which the Company is not required to make such filing, amendment or supplement being herein a "Permitted Interruption"). If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registration, the Issuer agrees to notify each of the Holders so affected by a Permitted Interruption upon each of the commencement and termination of each Permitted Interruption. The Issuer shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption. The Permitted Interruption terminates upon the termination of such negotiations or the public disclosure thereof. The Issuer is not entitled to give notice of a Permitted Interruption more than two times in any twelve-month period and the period over which a Permitted Interruption extends can be no longer than 120 days.

Permitted Interruption. Notwithstanding any provision of this Article 2III to the contrary, the Issuer shall not be required to prepare or file a registration statement, amendment or post-effective amendment thereto or prospectus supplement or to supplement or amend any registration statement or otherwise facilitate the resale offering and sale of Registrable Securities, and the Issuer shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, if (a) financial statements satisfying the requirements of the Securities Act and Regulation S-X promulgated by the Commission cannot with reasonable efforts be obtained, (b) the Issuer is in possession of material non-public information, which, in the exercise of reasonable judgment by the Issuer's Board, the Issuer deems advisable not to disclose in a registration statement at that time or (c) such filing, supplement or amendment (and any required disclosure therein), in the good faith and reasonable judgment of the Issuer's Board, would jeopardize the completion of a material investment in the Issuer, or any an acquisition, divestiture or other similar transaction that the Issuer is in at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as the Issuer shall, as promptly as practicable thereafter, comply with the requirements CLCORP01 Doc: 230115_4 26 of this Article 2, if applicable therefor (any period described in this Section 2.9 3.8 during which the Company Issuer is not required to make such filing, supplement or amendment or supplement being herein a "Permitted InterruptionPERMITTED INTERRUPTION"). If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registration, the The Issuer agrees to notify each of the Holders so affected by a Permitted Interruption Stockholder and Employee Stockholder upon each of the commencement and termination of each Permitted Interruption. The Issuer shall not be required state in the notice to the Stockholders and the Employee Stockholders of the commencement of a Permitted Interruption to disclose the general nature of the cause for such Permitted Interruption, subject to any restrictions against such disclosure imposed by applicable confidentiality arrangements. The Permitted Interruption terminates upon Each Stockholder and Employee Stockholder hereby acknowledges its obligations under the termination federal securities laws to not trade in the Common Stock while in possession of such negotiations or material non-public information relating to the public disclosure thereofIssuer and hereby agrees to not so trade.

Permitted Interruption. Notwithstanding any provision of this Article 2Agreement or the Purchase Agreement, the Issuer Company shall not be required to prepare or file a registration statementthe Shelf Registration Statement, any amendment or post-post- effective amendment thereto or prospectus Prospectus supplement or to supplement or amend any registration statement the Shelf Registration Statement or otherwise facilitate the resale of Registrable Securities, and the Issuer Company shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, if such filing(x) in connection with pending corporate developments, supplement or amendment (and any required disclosure therein), in the good faith and reasonable judgment of the Issuer, would jeopardize the completion of a material investment in the Issuer, or any acquisition, divestiture or other similar transaction that the Issuer is at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as the Issuer shall, as promptly as practicable thereafter, comply public filings with the requirements CLCORP01 Doc: 230115_4 26 SEC and similar events, for a period not to exceed 30 days in any three-month period or an aggregate of this Article 290 days (whether or not consecutive) in any twelve-month period or (y) in connection with any pending or potential acquisitions, if applicable financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period (any period described in this Section 2.9 5 during which the Company is not required to make such filing, amendment or supplement being is herein referred to as a "“Permitted Interruption"”). If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects that registrationthe Shelf Registration Statement during the Registration Period, the Issuer Company agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and termination of each Permitted Interruption. The Issuer Company shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption. The , and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption terminates to any Person. Each Holder agrees that, upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the Company’s notice as to the termination of the Permitted Interruption. In the event of a Permitted Interruption during the Registration Period, the Registration Period shall be extended by the number of days of such negotiations period. Nothing in this Section 5 shall affect Acquisition Sub’s obligations under the Purchase Agreement to pay the entire Purchase Price in cash if the shares of Company Common Stock to be issued to NeoWorld Holdings under the Purchase Agreement, if any, are not registered for resale pursuant to the terms of the Shelf Registration Statement on or prior to the public disclosure thereofClosing Date, or on or prior to the end of the ninety-day extension thereof as contemplated in Section 1.02 of the Purchase Agreement.