Common use of Restrictions on Shelf Offerings Clause in Contracts

Restrictions on Shelf Offerings. (i) The Company may suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days (or in the case of clause (A)(z) a period from the date of the Suspension Notice included with the notice provided pursuant to Section 8.19(b) of the Securities Purchase Agreement until disclosure under the Company’s Exchange Act reports of a settlement, plea bargain or out-of-court settlement) from the date of the Suspension Notice (as defined herein) and therefore suspend sales of the Shelf Registrable Securities (such period, the "Suspension Period") by providing written notice to the holders of Registrable Securities if (A) the Company's board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in (x) any material acquisition of assets or stock (other than in the ordinary course of business) or (y) any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction or (z) any settlement, plea bargain or other out-of-court resolution of a Proceeding (as defined in the Securities Purchase Agreement) involving the Company, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction; provided that in such event, the holders of Registrable Securities shall be entitled to withdraw such request for a underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Shelf Offering. The Company may delay or suspend the effectiveness of a Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). The Company may extend the Suspension Period for an additional consecutive 45 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld. (ii) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (c)(i) above or pursuant to Section 5(a)(vi) hereof (a "Suspension Event"), the Company shall give a notice to the holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a "Suspension Notice") to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein). Each Holder agrees that such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Holders' Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 2(c), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Shelf Registration Statement.

Restrictions on Shelf Offerings. (i1) The Company may suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days (or in the case of clause (A)(z) a period from the date of the Suspension Notice included with the notice provided pursuant to Section 8.19(b) of the Securities Purchase Agreement until disclosure under the Company’s Exchange Act reports of a settlement, plea bargain or out-of-court settlement) from the date of the Suspension Notice (as defined hereinbelow) and therefore suspend sales of the Shelf Registrable Securities (such period, the "“Suspension Period"”) by providing written notice to the holders of Registrable Securities if (A) the Company's ’s board of directors determines in its reasonable good faith judgment that the offer or sale of Shelf Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary subsidiary to engage in (x) any material acquisition of assets or stock (other than in the ordinary course of business) or (y) any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction or (z) any settlement, plea bargain or other out-of-court resolution of a Proceeding (as defined in the Securities Purchase Agreement) involving the CompanyCompany or any subsidiary, (B) upon advice of counsel, the sale of Shelf Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company's ’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities shall be entitled to withdraw such request for a underwritten Shelf Offering and the Company shall pay all Registration Expenses registration expenses in connection with such Shelf Offering. The Company may delay or suspend the effectiveness of a Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). The Company may extend the Suspension Period for an additional consecutive 45 days with the consent of the holders of a majority of the Registrable Securitiesapplicable Buyer, which consent shall not be unreasonably withheld. (ii2) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in the preceding paragraph (c)(i) above or pursuant at any time, when a prospectus relating to a Shelf Offering is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to this Section 5(a)(vi) hereof 6, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shelf Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading (a "“Suspension Event"”), the Company shall give a notice to the holders of Shelf Registrable Securities registered pursuant to such Shelf Registration Statement (a "“Suspension Notice"”) to suspend sales of the Shelf Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. A Holder If the basis of such suspension is nondisclosure of MNPI, the Company shall not effect be required to disclose the subject matter of such MNPI to holders. A holder shall not affect any sales of the Shelf Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). Each Holder holder agrees that (1) such Holder notice constitutes MNPI and that it will not engage in any transaction in any securities of the Company until such notice and the information contained therein ceases to constitute MNPI and (2) such holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder holder in breach of the terms of this Agreement. The Holders may recommence effecting sales of the Shelf Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders holders and to the Holders' Counseltheir counsel, if any, promptly following the conclusion of any Suspension Event and its effectEvent. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 2(c), the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Shelf Registration Statement.

Restrictions on Shelf Offerings. (i) The For a period not in excess of an aggregate of 90 calendar days in any 365-calendar day period (the “Suspension Period”), the Company may suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days (or in the case of clause (A)(z) a period from the date of the Suspension Notice included with the notice provided pursuant to Section 8.19(b) of the Securities Purchase Agreement until disclosure under the Company’s Exchange Act reports of a settlement, plea bargain or out-of-court settlement) from the date of the Suspension Notice (as defined herein) and therefore suspend sales of the Shelf Registrable Securities (such period, the "Suspension Period"Securities) by providing written notice to the holders of Registrable Securities if (A) the Company's board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in (x) any material acquisition of assets or stock (other than in the ordinary course of business) or (y) any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction or (z) any settlement, plea bargain or other out-of-court resolution of a Proceeding (as defined in the Securities Purchase Agreement) involving the Company, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction; provided that in such event, the holders of Registrable Securities shall be entitled to withdraw such request for a underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Shelf Offering. The Company may delay or suspend the effectiveness of a Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). The Company may extend the Suspension Period for an additional consecutive 45 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld. (ii) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (c)(i) above or pursuant to Section 5(a)(vi) hereof (a "During any Suspension Event")Period, the Company shall give a notice to the holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a "“Suspension Notice"”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so as long as the a Suspension Event Period is required or its effect is continuingpermitted hereunder. A Holder holder of Registrable Securities shall not effect any sales of the its Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined hereinbelow). Each Holder holder of Registrable Securities agrees that such Holder it shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder such holder of Registrable Securities in breach of the terms of this Agreement. The Holders A holder of Registrable Securities may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders holders and to the Holders' Counselholders’ counsel, if any, promptly following upon the conclusion termination of any a Suspension Event and its effectPeriod. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 2(c)Statement, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders holders of the Suspension Notice to and including the date of receipt by the Holders holders of the End of Suspension Notice and provide copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension EventPeriod; provided that such period of time shall not be extended beyond the date that on which there are no longer any Registrable Securities covered by such Shelf Registration Statementoutstanding.

Restrictions on Shelf Offerings. (i) The Company may postpone, for up to 60 days (or with the consent of the Investor, a longer period) from the date of the request (the “Suspension Period”), the filing or the effectiveness of a Shelf Registration Statement or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days (or in the case of clause (A)(z) a period from the date of the Suspension Notice included with the notice provided pursuant to Section 8.19(b) of the Securities Purchase Agreement until disclosure under the Company’s Exchange Act reports of a settlement, plea bargain or out-of-court settlement) from the date of the Suspension Notice (as defined herein) and therefore suspend sales of the Shelf Registrable Securities (such period, the "Suspension Period"Securities) by providing written notice to the holders of Registrable Securities Investor if the following conditions are met: (A) the Company's board of directors Company determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in (x) any material acquisition of assets or stock shares (other than in the ordinary course of business) or (y) any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction or (z) any settlement, plea bargain or other out-of-court resolution of a Proceeding (as defined in the Securities Purchase Agreement) involving the Company, Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ’s ability to consummate such transaction; provided that in , or (z) such event, the holders of Registrable Securities shall be entitled to withdraw such request for a underwritten Shelf Offering and transaction renders the Company shall pay all Registration Expenses unable to comply with SEC requirements, in connection with each case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such Shelf Offeringfilings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, as applicable. The Company may delay or suspend the effectiveness of a Shelf Offering hereunder Registration Statement pursuant to this Section 1(d)(i) only once in any twelve-month period; provided that, twelve (12)-month period (for the avoidance of doubt, in addition to the Company may in any event delay or suspend the effectiveness of a Shelf Offering in the case of an event described Company’s rights and obligations under Section 5(a)(vi2(a)(vi)) to enable it to comply with its obligations set forth in Section 5(a)(vi). The Company may extend unless additional delays or suspensions are approved by the Suspension Period for an additional consecutive 45 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldInvestor. (ii) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (c)(iSection 1(d)(i) above or pursuant to Section 5(a)(vi2(a)(vi) hereof (a "“Suspension Event"”), the Company shall will give a notice to the holders of Registrable Securities registered pursuant to such Shelf Registration Statement Investor (a "“Suspension Notice"”) to suspend sales of the Registrable Securities and such notice shall must state generally the basis for the notice and that such suspension shall will continue only for so long as the Suspension Event or its effect is continuing. A Holder shall The Investor agrees not to effect any sales of the its Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein). Each Holder agrees that such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this AgreementNotice. The Holders Investor may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall will be given by the Company to the Holders and to the Holders' Counsel, if any, Investor promptly following the conclusion of any Suspension Event (and its effectin any event during the permitted Suspension Period). (iii) Notwithstanding any provision herein The Investor may deliver written notice (including via email) (an “Opt-Out Notice”) to the contraryCompany requesting that the Investor not receive notices from the Company otherwise required by this Section 1(d); provided, if however, that the Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Investor (unless and until subsequently revoked), (i) the Company shall give not deliver any such notices to the Investor and the Investor shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to the Investor's intended use of an effective registration statement, the Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Notice with respect to any Shelf Registration Statement pursuant to Event was previously delivered (or would have been delivered but for the provisions of this Section 2(c)1(d) and the related Suspension Period remains in effect, the Company agrees that it shall extend will so notify the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders Investor, within one (1) Business Day of the Investor's notification, by delivering to the Investor a copy of such notice of Suspension Notice to Event that would have been provided, and including thereafter will provide the date of receipt by Investor with the Holders related notice of the End conclusion of such Suspension Notice Event immediately upon its availability, and provide copies of the supplemented or amended prospectus necessary to resume sales, Investor shall comply with respect to each any restrictions on using such registration statement during such Suspension Event; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Shelf Registration Statement.

Restrictions on Shelf Offerings. (i) The Company Corporation shall not be obligated to effect or participate in any Underwritten Takedown within 30 days after the effective date of a previous Underwritten Takedown. The Corporation shall not be obligated to effect or participate in any Underwritten Takedown or Shelf Offering during a Management Blackout Window. The Corporation may on one or more occasions postpone, for up to 120 days (or with the consent of the Holders, for a longer period) from the date of the request, the filing or the effectiveness of a Shelf Registration Statement or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 120 days (or in the case of clause (A)(z) a period from the date of the Suspension Notice included with the notice provided pursuant to Section 8.19(b) of the Securities Purchase Agreement until disclosure under the Company’s Exchange Act reports of a settlement, plea bargain or out-of-court settlement) from the date of the Suspension Notice (as defined hereinbelow) and therefore suspend sales of the Shelf Registrable Securities (such period, the "“Suspension Period"”) by providing written notice to the holders Holders and, if prior to the Management Fall-Away Date, the Management Holders of Registrable Securities if (A) the Company's Corporation’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in (x) any material acquisition of assets or stock (other than in the ordinary course of business) or (y) any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction or (z) any settlement, plea bargain or other out-of-court resolution of a Proceeding (as defined in the Securities Purchase Agreement) involving the CompanyCorporation or any Subsidiary, (B) upon advice of counsel, the offer or sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and or (C) (x) the Company has a bona fide business purpose for preserving offer or sale of Registrable Securities could not be effected by the confidentiality of such transaction or (y) disclosure would have a material adverse effect on Corporation in compliance with the Company or applicable financial statement requirements under the Company's ability to consummate such transactionSecurities Act; provided that in such event, the holders of Registrable Securities Holders and, if applicable, Management Holders shall be entitled to withdraw such request for a underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Shelf Offering. The Company Offering and provided further that the Corporation may delay not postpone or suspend pursuant to this Section 2(d)(ii) for periods exceeding, in the effectiveness of a Shelf Offering hereunder only once in aggregate, 120 days during any twelve12-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). The Company may extend the Suspension Period for an additional consecutive 45 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld. (ii) In the case of an event that causes the Company Corporation to suspend the use of a Shelf Registration Statement as set forth in paragraph (c)(id)(i) above or pursuant to applicable subsections of Section 5(a)(vi) hereof (a "“Suspension Event"”), the Company Corporation shall give a notice to the holders Holders and, if prior to the Management Fall-Away Date, the Management Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a "“Suspension Notice"”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. If the basis of such suspension is nondisclosure of MNPI, the Corporation shall not be required to disclose the subject matter of such MNPI to Holders and, if prior to the Management Fall-Away Date, the Management Holders. A Holder and, if prior to the Management Fall-Away Date, a Management Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company Corporation and prior to receipt of an End of Suspension Notice (as defined hereinbelow). Each Holder agrees that such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the Holders and, if prior written consent of the Company until such time as the information contained therein is or becomes available to the public generallyManagement Fall-Away Date, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Management Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an "“End of Suspension Notice"”) from the CompanyCorporation, which End of Suspension Notice shall be given by the Company Corporation to the Holders and to the Holders' Counseltheir counsel, if any, promptly following the conclusion of any Suspension Event and its effectEvent; provided that an End of Suspension Notice must be given prior to the end of the Suspension Period. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give Corporation gives a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 2(c2(d), the Company Corporation agrees that it shall (A) extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice Notice, and (B) provide copies of the any supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Shelf Registration Statement.

Restrictions on Shelf Offerings. (ia) The Company may suspend suspend, for a period of up to sixty (60) days from the date of delivery of a Suspension Notice below (a “Suspension Period”), the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days (or in the case of clause (A)(z) a period from the date of the Suspension Notice included with the notice provided pursuant to Section 8.19(b) of the Securities Purchase Agreement until disclosure under the Company’s Exchange Act reports of a settlement, plea bargain or out-of-court settlement) from the date of the Suspension Notice (as defined herein) and therefore suspend sales of the Shelf Registrable Securities (such period, the "Suspension Period"Securities) by providing written notice to the holders Holders of Registrable Securities if (A) the Company's ’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in (x) any material acquisition of assets or stock (other than in the ordinary course of business) or (y) any material merger, consolidation, tender offer, recapitalization, reorganization or other similar transaction or (z) any settlement, plea bargain or other out-of-court resolution of a Proceeding (as defined in the Securities Purchase Agreement) involving the Company, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction; provided that in such event, the holders Holders of Registrable Securities shall be entitled to withdraw such request for a underwritten Shelf Offering an Underwritten Takedown and the Company shall pay all Registration Expenses in connection with such Shelf Offering. The Company may delay or suspend the effectiveness of a Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi)Underwritten Takedown. The Company may extend the Suspension Period of a Shelf Registration Statement for an additional consecutive 45 sixty (60) days with the consent of the holders Requisite Holders. Except as set forth in the preceding sentence, the Company may not suspend usage of a majority Registration Statement in this manner more than a total of the Registrable Securities, which consent shall not be unreasonably withheldninety (90) days in any twelve-month period. (iib) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (c)(ia) above or pursuant to Section 5(a)(vi) hereof 6.10 (a "“Suspension Event"”), the Company shall give a notice to the holders Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a "“Suspension Notice"”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined herein)Notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an "“End of Suspension Notice"”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Holders' Counsel’ counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (iiic) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 2(c)2.3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Shelf Registration Statement.