Common use of Prospectus Suspension Clause in Contracts

Prospectus Suspension. The Purchaser acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of a Resale Registration Statement until such time as an amendment to a Resale Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Purchaser notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus; provided, that such suspension periods shall in no event exceed 30 consecutive trading days or 60 total trading days in any 12 month period (any such suspension, an “Allowed Delay”) and that, in the good faith judgment of the Board, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a Material Adverse Effect upon the Company or its stockholders. The Company shall use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable and shall provide prompt written notice to Purchaser whose Registrable Shares are included in the Resale Registration Statement of the termination of an Allowed Delay and take such other reasonable actions to permit registered sales of Registrable Shares as contemplated hereby.

Prospectus Suspension. The Each Purchaser acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of a the Resale Registration Statement until such time as an amendment to a the Resale Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Each Purchaser hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Purchaser Purchasers notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser Purchasers notice that the Purchaser Purchasers may thereafter effect sales pursuant to said prospectusprospectus (but may, for the avoidance of doubt, sell pursuant to Rule 144 to the extent then permitted under applicable law); provided, that the Company may not suspend the Resale Registration Statement pursuant to this Section 4.5 on more than two occasions and such suspension periods shall in no event exceed more than 30 consecutive trading days calendar days, or 60 total trading days calendar days, in each case in any 12 month period (any such suspension, an “Allowed Delay”) and that, in the good faith judgment of the BoardCompany’s board of directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a Material Adverse Effect upon the Company or its stockholdersshareholders. The Company shall use commercially reasonable efforts Notwithstanding anything in this Section 4.5 to terminate an Allowed Delay as promptly as practicable and shall provide prompt written notice to Purchaser whose Registrable Shares are included the contrary, in the Resale Registration Statement case of a Purchaser that is a multi-managed investment bank or vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the termination obligations of an Allowed Delay Purchaser under this Section 4.5 shall only apply with respect to the portfolio manager that made the investment decision to purchase the Ordinary Shares covered by this Agreement and take the portion of assets managed by such other reasonable actions to permit registered sales of Registrable Shares as contemplated herebyportfolio manager.

Prospectus Suspension. The Each Purchaser acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of a the Resale Registration Statement until such time as an amendment to a the Resale Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Each Purchaser hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Purchaser Purchasers notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser Purchasers notice that the Purchaser Purchasers may thereafter effect sales pursuant to said prospectusprospectus (but may, for the avoidance of doubt, sell pursuant to Rule 144 to the extent then permitted under applicable law); provided, that the Company may not suspend the Resale Registration Statement pursuant to this Section 4.5 on more than two occasions and such suspension periods shall in no event exceed more than 30 consecutive trading days calendar days, or 60 total trading days calendar days, in each case in any 12 month period (any such suspension, an “Allowed Delay”) and that, in the good faith judgment of the BoardCompany’s board of directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a Material Adverse Effect upon the Company or its stockholdersshareholders. The Company shall use commercially reasonable efforts Notwithstanding anything in this Section 4.5 to terminate an Allowed Delay as promptly as practicable and shall provide prompt written notice to Purchaser whose Registrable Shares are included the contrary, in the Resale Registration Statement case of a Purchaser that is a multi-managed investment bank or vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the termination obligations of an Allowed Delay Purchaser under this Section 4.5 shall only apply with respect to the portfolio manager that made the investment decision to purchase the Purchased Securities covered by this Agreement and take the portion of assets managed by such other reasonable actions to permit registered sales of Registrable Shares as contemplated herebyportfolio manager.

Prospectus Suspension. The Purchaser Each Subscriber acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of a Resale Registration Statement until such time as an amendment to a such Resale Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser Each Subscriber hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Purchaser Subscribers notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser Subscribers notice that the Purchaser Subscribers may thereafter effect sales pursuant to said prospectus; provided, that such suspension periods shall in no event exceed 30 thirty (30) consecutive trading days or 60 a total trading of forty-five (60) days in any 12 12-month period (and in no event shall the Company provide such notice more than two times in any such suspensioncalendar year, an “Allowed Delay”) and that, in the good faith judgment of the BoardBoard of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a Material Adverse Effect upon the Company or its stockholders. The Company shall use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable and shall provide prompt written notice to Purchaser whose Registrable Shares are included in the Resale Registration Statement immediately notify each Subscriber of the termination expiration of an Allowed Delay and take such other reasonable actions to permit registered sales of Registrable Shares as contemplated herebyany period during which it exercised its rights under this Section 17.j.