Suspension Event Clause Samples

Suspension Event. 6.3.1 Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the filing, effectiveness or continued use of any Registration Statement would require the Issuer to make any public disclosure of material non-public information, which disclosure, in the good faith determination of the board of directors of the Issuer, after consultation with counsel to the Issuer, (a) would be required to be made in any Registration Statement in order for the applicable Registration Statement not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the Issuer has a bona fide business purpose for not making such information public, including, without limitation, that such disclosure could materially affect a bona fide business, financing, merger, acquisition or other strategic transaction of or by the Issuer or would require premature disclosure of information that could otherwise materially adversely affect the Issuer (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to pro...

Suspension Event. Upon receipt of any written notice from the Company of the occurrence of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event, the Resale Registration Statement or related Resale Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the light of the circumstances under which they were made (in the case of the Resale Prospectus) not misleading, the undersigned agrees that (i) it will immediately discontinue offers and sales of the Purchaser Shares under the Resale Registration Statement until the undersigned receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law, subpoena or regulatory request or requirement.

Suspension Event. The Arranger shall, for so long as a Suspension Event is continuing and by written notice to the other Parties, not be required to make available all or any facilities hereunder available to any Borrower and which, as at the time such Suspension Event occurs, have not yet been so made available.

Suspension Event. The State may, without prejudice to any of the State's rights under this Agreement or at law (including, without limitation, its right to terminate this Agreement under clause 9.6), suspend the provision of all or any part of the Financial Assistance if a Suspension Event occurs, until the Suspension Event is remedied. eco-Kinetics Pty Ltd Regional Queensland Investment Incentives Scheme Agreement 17

Suspension Event. The Company (i) shall make such notification as promptly as practicable after the Company becomes aware of such Suspension Event, (ii) shall promptly, but in all events within five (5) business days, use its reasonable best efforts to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and (iii) shall deliver such number of copies of such supplement or amendment to the Investors as the Investors may reasonably request.

Suspension Event. A Guarantee of a Subsidiary Guarantor also shall be automatically released and discharged upon the applicable Subsidiary Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. Further, the Issuer may, upon notice to the Trustee, automatically release and discharge the Guarantee of any Guarantor that was not obligated to become a Guarantor pursuant to the terms of this Indenture.

Suspension Event. Notwithstanding the foregoing, Lender may not accelerate this Loan or exercise the other remedies described in this Section 7.2 upon the occurrence of an Event of Default under (i) Section 7.1(B) (with respect to Sections 6.6, 6.7, 6.8, 6.9 and 5.1), (ii) Section 7.1(C), unless the representation, warranty, certification or other statement was known by Borrower to be false when made or deemed made, (iii) Section 7.1(G), (iv) Section 7.1(I), [(v) SECTION 5.1(K)], or (vi) Section 7.1(M), each a "SUSPENSION EVENT") until the first to occur of (i) the death of JQH, or (ii) Lender's determination, in its sole judgment, that the Suspension Event is likely to have a Material Adverse Effect or that the value of the Preferred Equity Interest is less than the stated amount thereof, at which time the suspension of such rights and remedies shall cease and Lender shall be immediately entitled to exercise all of its rights and remedies under this Agreement and the Loan Documents. [TO BE RESOLVED PRIOR TO CLOSING.]

Suspension Event. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to delay the filing or effectiveness of, or suspend the use of, a Registration Statement if (i) it reasonably determines that in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that at that time could not otherwise be included in a current, quarterly, or annual report under the Exchange Act, or (ii) the negotiation or consummation of a transaction by the Company or its Subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes, upon the advice of outside legal counsel, would require additional disclosure by the Company in such Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in such Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of outside legal counsel, to cause such Registration Statement to fail to comply with applicable disclosure requirements, (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend any Registration Statement on more than two occasions or for more than forty-five (45) consecutive calendar days, or more than ninety (90) total calendar days in each case during any twelve-month period.

Suspension Event. The occurrence of any event which, solely with the passage of time or the giving of notice (or both), would be, an Event of Default. Title Insurance Company. See Schedule 1-1(d) annexed hereto entitled "Title Insurance Company." Title Policy shall mean ALTA standard form title insurance policies issued by the Title Insurance Companies acceptable to the Bank, and in each instance (with such reinsurance or co-insurance as the Bank may require, any such reinsurance to be with direct access endorsements), equal to the corresponding amount for the following projects (the "Insured Projects"): Insured Projects Amount Fountain Hills, Arizona Arizona - Simultaneous Issue with Lake Havasu City Arizona (and including separate Fountain Hills Developed Lots Coverage in the amount of $2,000,000.00) $27,000,000.00 Lake Havasu, Arizona - Simultaneous with Fountain Hills, Arizona $25,000,000.00 Rancho Mirage/Mirada, California $ 2,000,000.00 Ina/LaCholla, Arizona $ 100,000.00 Vail Valley/Tuscon Day Ranch, Arizona $ 900,000.00 Waterwood, Texas $ 1,000,000.00