Common use of Restrictions on Registrations Clause in Contracts

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company notifies the Investor in writing of the existence of a Potential Material Event (as defined below), the Investor shall not offer or sell any Shares or engage in any other transaction involving or relating to Shares from the time of the giving of notice with respect to a Potential Material Event until the Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.1, the Company's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the Registration Statement) exceed 90 days as a result of a Potential Material Event.

Restrictions on Registrations. If at any time the filing, initial effectiveness or from time continued use of a Registration Statement would require the Company to time after make a public disclosure of material non-public information, which disclosure in the effective date good faith judgment of the Board (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, and (iii) would in the good faith judgment of the Board (A) reasonably be expected to adversely affect the Company or its business if made at such time, or (B) reasonably be excepted to interfere with the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (C) otherwise require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, then the Company may upon giving prompt written notice of such determination of the Board to the participants in such registration (each of whom hereby agrees to maintain the confidentiality of all information disclosed to such participants, provided that the Company shall not be required to disclose the nature of the delay or other confidential information) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided, that the Company shall not be permitted to do so (x) for more than sixty (60) days for a given occurrence of such a circumstance or (y) more than two (2) times during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a prospectus or the effectiveness of a Registration Statement, the Company notifies Investor will be entitled to withdraw such request and, if such request is promptly withdrawn, such registration request will not count for the Investor in writing purposes of the existence of a Potential Material Event (as defined below), the Investor shall not offer limitation set forth in Section 7.3. The Company will pay all Registration Expenses incurred in connection with any such aborted registration or sell any Shares or engage in any other transaction involving or relating to Shares from the time of the giving of notice with respect to a Potential Material Event until the Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.1, the Company's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the Registration Statement) exceed 90 days as a result of a Potential Material Eventprospectus.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company notifies the Investor Investors in writing of the existence of a Potential Material Event (as defined below), the Investor Investors shall not offer or sell any Shares or engage in any other transaction involving or relating to Shares Shares, from the time of the giving of notice with respect to a Potential Material Event until the Investor receives Investors receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.18.1 above, the Company's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statementa registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the a Registration Statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the a Registration Statement) exceed 90 days as a result of a Potential Material Event.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company promptly notifies the Investor Investors in writing of the existence of a Potential Material Event (as defined below), the Investor Investors shall not offer or sell any Shares Registrable Securities or engage in any other transaction involving or relating to Shares the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Investor receives Investors receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.19.1 above, the Company's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (ia) the possession by the Company of material information not ripe for disclosure in the Registration Statementa registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the a Registration Statement would be materially detrimental to the business and affairs of the Company; or (iib) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the CompanyDirectors, be materially adversely affected by disclosure in the Registration Statement a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the a Registration Statement) (i) exceed 90 ninety (90) days on any one occasion as a result of a Potential Material EventEvent or (ii) be permitted more than once during any 12-month period.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company promptly notifies the Investor Investors in writing of the existence of a Potential Material Event (as defined below), the Investor Investors shall not offer or sell any Conversion Shares or engage in any other transaction involving or relating to Shares the Conversion Shares, from the time of the giving of notice with respect to a Potential Material Event until the Investor receives Investors receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.19.1 above, the Company's ’s obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "“Potential Material Event" ” means any of the following: (ia) the possession by the Company of material information not ripe for disclosure in the Registration Statementa registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the a Registration Statement would be materially detrimental to the business and affairs of the Company; or (iib) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the CompanyDirectors, be materially adversely affected by disclosure in the Registration Statement a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the a Registration Statement) (i) exceed 90 ninety (90) days on any one occasion as a result of a Potential Material EventEvent or (ii) be permitted more than once during any 12-month period.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company promptly notifies the Investor Investors in writing of the existence of a Potential Material Event (as defined below), the Investor Investors shall not offer or sell any Conversion Shares or engage in any other transaction involving or relating to Shares the Conversion Shares, from the time of the giving of notice with respect to a Potential Material Event until the Investor receives Investors receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.19.1 above, the Company's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (ia) the possession by the Company of material information not ripe for disclosure in the Registration Statementa registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the a Registration Statement would be materially detrimental to the business and affairs of the Company; or (iib) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the CompanyDirectors, be materially adversely affected by disclosure in the Registration Statement a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the a Registration Statement) (i) exceed 90 ninety (90) days on any one occasion as a result of a Potential Material EventEvent or (ii) be permitted more than once during any 12-month period.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company PriceSmart notifies the Investor Chancellor in writing of the existence of a Potential Material Event (as defined below), the Investor Chancellor shall not offer or sell any Issued Shares or engage in any other transaction involving or relating to Issued Shares from the time of the giving of notice with respect to a Potential Material Event until the Investor Chancellor receives written notice from the Company PriceSmart that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.1, the CompanyPriceSmart's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (i) the possession by the Company PriceSmart of material information not ripe for disclosure in the Registration Statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company PriceSmart that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the CompanyPriceSmart; or (ii) any material engagement or activity by the Company PriceSmart which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the CompanyPriceSmart, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company PriceSmart that the Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the Registration Statement) exceed 90 ninety (90) days as a result of a Potential Material Event.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company promptly notifies the Investor in writing of the existence of a Potential Material Event (as defined below), the Investor shall not offer or sell any Shares or engage in any other transaction involving or relating to Shares the Shares, from the time of the giving of notice with respect to a Potential Material Event until the Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.18.1 above, the Company's ’s obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "“Potential Material Event" ” means any of the following: (ia) the possession by the Company of material information not ripe for disclosure in the Registration Statementa registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the a Registration Statement would be materially detrimental to the business and affairs of the Company; or (iib) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the CompanyDirectors, be materially adversely affected by disclosure in the Registration Statement a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the a Registration Statement) (i) exceed 90 ninety (90) days on any one occasion as a result of a Potential Material EventEvent or (ii) be permitted more than once during any 12-month period.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company promptly notifies the Investor Investors in writing of the existence of a Potential Material Event (as defined below), the Investor Investors shall not offer or sell any Shares or engage in any other transaction involving or relating to Shares the Shares, from the time of the giving of notice with respect to a Potential Material Event until the Investor receives Investors receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.19.1 above, the Company's ’s obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "“Potential Material Event" “ means any of the following: (ia) the possession by the Company of material information not ripe for disclosure in the Registration Statementa registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the a Registration Statement would be materially detrimental to the business and affairs of the Company; or (iib) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the CompanyDirectors, be materially adversely affected by disclosure in the Registration Statement a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the a Registration Statement) (i) exceed 90 ninety (90) days on any one occasion as a result of a Potential Material EventEvent or (ii) be permitted more than once during any 12-month period.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company PriceSmart notifies the Investor NEL in writing of the existence of a Potential Material Event (as defined below), the Investor NEL shall not offer or sell any Issued Shares or engage in any other transaction involving or relating to Issued Shares from the time of the giving of notice with respect to a Potential Material Event until the Investor NEL receives written notice from the Company PriceSmart that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.1, the CompanyPriceSmart's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (i) the possession by the Company PriceSmart of material information not ripe for disclosure in the Registration Statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company PriceSmart that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the CompanyPriceSmart; or (ii) any material engagement or activity by the Company PriceSmart which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the CompanyPriceSmart, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company PriceSmart that the Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the Registration Statement) exceed 90 ninety (90) days as a result of a Potential Material Event.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company PriceSmart notifies the Investor Green Hill in writing of the existence of a Potential Material Event (as defined below), the Investor Green Hill shall not offer or sell any Issued Shares or engage in any other transaction involving or relating to Issued Shares from the time of the giving of notice with respect to a Potential Material Event until the Investor Green Hill receives written notice from the Company PriceSmart that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.1, the CompanyPriceSmart's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (i) the possession by the Company PriceSmart of material information not ripe for disclosure in the Registration Statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company PriceSmart that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such informationPriceSmart. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the Registration Statement) exceed 90 forty-five (45) days as a result of a Potential Material Event; PROVIDED, HOWEVER, that if such Potential Material Event would require PriceSmart to file financial statements in order to keep the Registration Statement current in accordance with Rule 3-05(b)(4) of Regulation S-X, the suspension of the Registration Statement (or the permissible delay in filing the Registration Statement) shall not exceed seventy-five (75) days.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company notifies the Investor in writing of the existence of a Potential Material Event (as defined below), the Investor shall not offer or sell any Warrant Shares or engage in any other transaction involving or relating to Warrant Shares from the time of the giving of notice with respect to a Potential Material Event until the Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.15.1, the Company's ’s obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "“Potential Material Event" ” means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the Resale Registration Statement) exceed 90 days as a result of a Potential Material Event.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company promptly notifies the Investor Investors in writing of the existence of a Potential Material Event (as defined below), the Investor Investors shall not offer or sell any Shares or engage in any other transaction involving or relating to Shares the Shares, from the time of the giving of notice with respect to a Potential Material Event until the Investor receives Investors receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.19.1 above, the Company's ’s obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "“Potential Material Event" ” means any of the following: (ia) the possession by the Company of material information not ripe for disclosure in the Registration Statementa registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the a Registration Statement would be materially detrimental to the business and affairs of the Company; or (iib) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the CompanyDirectors, be materially adversely affected by disclosure in the Registration Statement a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the a Registration Statement) (i) exceed 90 ninety (90) days on any one occasion as a result of a Potential Material EventEvent or (ii) be permitted more than once during any 12-month period.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company promptly notifies the Investor Investors in writing of the existence of a Potential Material Event (as defined below), the Investor Investors shall not offer or sell any Shares or engage in any other transaction involving or relating to Shares the Shares, from the time of the giving of notice with respect to a Potential Material Event until the Investor receives Investors receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.19.1 above, the Company's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (ia) the possession by the Company of material information not ripe for disclosure in the Registration Statementa registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the a Registration Statement would be materially detrimental to the business and affairs of the Company; or (iib) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the CompanyDirectors, be materially adversely affected by disclosure in the Registration Statement a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the a Registration Statement) (i) exceed 90 ninety (90) days on any one occasion as a result of a Potential Material EventEvent or (ii) be permitted more than once during any 12-month period.

Restrictions on Registrations. If at any time or from time to time after the effective date of the Registration Statement, the Company notifies the Investor in writing of the existence of a Potential Material Event (as defined below), the Investor shall not offer or sell any Shares or engage in any other transaction involving or relating to Shares Shares, from the time of the giving of notice with respect to a Potential Material Event until the Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then notwithstanding Section 8.18.1 above, the Company's obligation to file the Registration Statement shall be delayed without penalty until such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. "Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statementa registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in the a Registration Statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. In no event shall the suspension of the Registration Statement (or the permissible delay in filing the a Registration Statement) exceed 90 days as a result of a Potential Material Event.