Common use of Selling Procedure Clause in Contracts

Selling Procedure. (a) Following the date that the registration statement is declared effective by the SEC, the Holder shall be permitted, subject to the provisions hereof, to offer and sell the Registrable Securities included thereon in the manner described in such registration statement during the period of its effectiveness; provided, however, that the Holder arranges for delivery of a current prospectus to the transferee of the Registrable Securities. (b) Notwithstanding the foregoing, or anything contained herein to the contrary, the Company may suspend offers and sales of Registrable Securities pursuant to such registration statement if in the good faith judgment of the Company's Board of Directors, upon the advice of counsel, (i)(A)(I) such registration would be substantially contrary to the bests interests of the Company because (a) it would materially interfere with a material financing plan or other material transaction or negotiations relating thereto then pending, or (b) it would require the disclosure of any material non-public information prior to the time that such information would otherwise be disclosed or be required to be disclosed, if such early disclosure would be substantially contrary to the best interests of the Company, or (II) such registration statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Board of Directors concludes, as a result, that it is necessary and appropriate to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to the Holder a certificate signed by the President or Chief Executive Officer of the Company stating the good faith judgment of the Board of Directors to such effect, then the Company shall have the right to defer such filing only for the period during which such filing would be substantially contrary to the best interests of the Company (a "Suspension"); provided, however, that the aggregate number of days included in such periods of Suspension shall not exceed ninety (90) days in any twelve (12) month period. In the event of any Suspension, the Holder shall discontinue disposition of Registrable Securities covered by the registration statement until copies of a supplemented or amended prospectus are distributed to the Holder or until the Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed.

Selling Procedure. (aA) Following the date that the registration statement Registration Statement is declared effective by the SEC, the Holder Bridge Lenders shall be permitted, subject to the provisions hereof, to offer and sell the Registrable Securities included thereon in the manner described in such registration statement Registration Statement during the period of its effectiveness; provided, however, that the Holder each Bridge Lender arranges for delivery of a current prospectus to the transferee of the Registrable Securities. (bB) Notwithstanding the foregoing, or anything contained herein to the contrary, the Company Buyer may suspend offers and sales of Registrable Securities pursuant to such registration statement Registration Statement if in the good faith judgment of the Company's Buyer’s Board of Directors, upon the advice of counsel, (i)(A)(II)(a)(1) such registration would be substantially contrary to the bests interests of the Company Buyer because (aX) it would materially interfere with a material financing plan or other material transaction or negotiations relating thereto then pending, or (bY) it would require the disclosure of any material non-public information prior to the time that such information would otherwise be disclosed or be required to be disclosed, if such early disclosure would be substantially contrary to the best interests of the CompanyBuyer, or (II2) such registration statement Registration Statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (Bb) the Board of Directors concludes, as a result, that it is necessary and appropriate to defer the filing of such registration statement at such time, and (iiII) the Company Buyer shall furnish to the Holder Bridge Lenders a certificate signed by the President or Chief Executive Officer of the Company Buyer stating the good faith judgment of the Board of Directors to such effect, then the Company Buyer shall have the right to defer such filing only for the period during which such filing would be substantially contrary to the best interests of the Company Buyer (a "“Suspension"”); provided, however, that the aggregate number of days included in such periods of Suspension shall not exceed ninety (90) days in any twelve (12) month period. In the event of any Suspension, the Holder Bridge Lenders shall discontinue disposition of Registrable Securities covered by the registration statement Registration Statement until copies of a supplemented or amended prospectus are distributed to the Holder Bridge Lenders or until the Holder is Bridge Lenders are advised in writing by the Company Buyer that the use of the applicable prospectus may be resumed.

Selling Procedure. (ai) Following the date that the registration statement Registration Statement is declared effective by the SEC, the Holder Investor shall be permitted, subject to the provisions hereofSections 7.1(b)(ii), 7.1(e) and 7.7 below, to offer and sell the Registrable Securities included thereon in the manner described in such registration statement Registration Statement during the period of its effectiveness; provided, however, that the Holder Investor arranges for delivery of a current prospectus to the transferee of the Registrable Securities. (bii) Notwithstanding the foregoing, or anything contained herein in this Agreement to the contrary, the Company may suspend offers and sales of Registrable Securities pursuant to such registration statement Registration Statement if in the good faith judgment of the Company's Board of Directors, upon the advice of counsel, (i)(A)(IA)(I)(a) such registration would be substantially contrary to the bests interests of the Company because (a1) it would materially interfere with a material financing plan or other material transaction or negotiations relating thereto then pending, or (b2) it would require the disclosure of any material non-public information prior to the time that such information would otherwise be disclosed or be required to be disclosed, if such early disclosure would be substantially contrary to the best interests of the Company, or (IIb) such registration statement Registration Statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (BII) the Board of Directors concludes, as a result, that it is necessary and appropriate to defer the filing of such registration statement at such time, and (iiB) the Company shall furnish to the Holder Investor a certificate signed by the President or Chief Executive Officer of the Company stating the good faith judgment of the Board of Directors to such effect, then the Company shall have the right to defer such filing only for the period during which such filing would be substantially contrary to the best interests of the Company (a "Suspension"); provided, however, that the aggregate number of days included in such periods of Suspension shall not exceed ninety (90) days in any twelve (12) month period. In the event of any Suspension, the Holder Investor shall discontinue disposition of Registrable Securities covered by the registration statement Registration Statement until copies of a supplemented or amended prospectus are distributed to the Holder Investor or until the Holder Investor is advised in writing by the Company that the use of the applicable prospectus may be resumed.

Selling Procedure. (aA) Following the date that the registration statement Registration Statement is declared effective by the SEC, the Holder Bridge Lenders shall be permitted, subject to the provisions hereof, to offer and sell the Registrable Securities included thereon in the manner described in such registration statement Registration Statement during the period of its effectiveness; provided, however, that the Holder each Bridge Lender arranges for delivery of a current prospectus to the transferee of the Registrable Securities. (bB) Notwithstanding the foregoing, or anything contained herein to the contrary, the Company Buyer may suspend offers and sales of Registrable Securities pursuant to such registration statement Registration Statement if in the good faith judgment of the CompanyBuyer's Board of Directors, upon the advice of counsel, (i)(A)(II)(a)(1) such registration would be substantially contrary to the bests interests of the Company Buyer because (aX) it would materially interfere with a material financing plan or other material transaction or negotiations relating thereto then pending, or (bY) it would require the disclosure of any material non-public information prior to the time that such information would otherwise be disclosed or be required to be disclosed, if such early disclosure would be substantially contrary to the best interests of the CompanyBuyer, or (II2) such registration statement Registration Statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (Bb) the Board of Directors concludes, as a result, that it is necessary and appropriate to defer the filing of such registration statement at such time, and (iiII) the Company Buyer shall furnish to the Holder Bridge Lenders a certificate signed by the President or Chief Executive Officer of the Company Buyer stating the good faith judgment of the Board of Directors to such effect, then the Company Buyer shall have the right to defer such filing only for the period during which such filing would be substantially contrary to the best interests of the Company Buyer (a "Suspension"); provided, however, that the aggregate number of days included in such periods of Suspension shall not exceed ninety (90) days in any twelve (12) month period. In the event of any Suspension, the Holder Bridge Lenders shall discontinue disposition of Registrable Securities covered by the registration statement Registration Statement until copies of a supplemented or amended prospectus are distributed to the Holder Bridge Lenders or until the Holder is Bridge Lenders are advised in writing by the Company Buyer that the use of the applicable prospectus may be resumed.

Selling Procedure. (ai) Following the date that the registration statement Registration Statement is declared effective by the SEC, the Holder each Investor shall be permitted, subject to the other provisions hereof, to offer and sell the Registrable Securities included thereon in the manner described in such registration statement Registration Statement during the period of its effectiveness; provided, however, that the Holder such Investor arranges for delivery of a current prospectus to the transferee of the Registrable Securities. (bii) Notwithstanding the foregoing, or anything contained herein in this Agreement to the contrary, the Company Mobility may suspend offers and sales of Registrable Securities pursuant to such registration statement Registration Statement if in the good faith judgment of the Company's Board of Directors, upon the advice of after consultation with counsel, (i)(A)(IA)(I)(a) such registration would be substantially contrary to the bests best interests of the Company Mobility because (a1) it would materially interfere with a material financing plan or other material transaction or negotiations relating thereto then pending, or (b2) it would require the disclosure of any material non-public information prior to the time that such information would otherwise be disclosed or be required to be disclosed, if such early disclosure would be substantially contrary to the best interests of the CompanyMobility, or (IIb) such registration statement Registration Statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (BII) the Board of Directors concludes, as a result, that it is necessary and appropriate to defer the filing of such registration statement Registration Statement at such time, and (iiB) the Company Mobility shall furnish to the Holder Investor a certificate signed by the President or Chief Executive Officer of the Company Mobility stating the good faith judgment of the Board of Directors to such effect, then the Company Mobility shall have the right to defer such filing only for the period during which such filing would be substantially contrary to the best interests of the Company Mobility (a "Suspension"); provided, however, that the aggregate number of days included in such periods of Suspension shall not exceed ninety (90) days in any twelve (12) month period. In the event of any Suspension, the Holder each Investor shall discontinue disposition of Registrable Securities covered by the registration statement Registration Statement until copies of a supplemented or amended prospectus are distributed to the Holder such Investor or until the Holder such Investor is advised in writing by the Company Mobility that the use of the applicable prospectus may be resumed.