Common use of Suspension Event Clause in Contracts

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 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 Issuer 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 Issuer except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of such events would constitute material, non-public information regarding the Issuer. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

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 StatementStatement and any other registration statement referred to in this Section 5, and from time to time to require Subscriber not to sell under the Registration Statement or such other registration statement, as applicable, or to suspend the effectiveness thereof, if the filing, effectiveness negotiation or continued use consummation of any Registration Statement would require a transaction by the Issuer to make any public disclosure of material non-public informationor its subsidiaries is pending or an event has occurred, which disclosurenegotiation, in consummation or event the good faith determination of the Issuer’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Issuer, after consultation with counsel to the Issuer, (a) would be required to be made Issuer 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) of material information that 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 keeping confidential and the Issuer or would require premature non-disclosure of information that could otherwise materially adversely affect which in the Issuer Registration Statement would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal counsel, to cause the Registration Statement or such other registration statement, as applicable, to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement a particular registration statement on more than two occasions or (2) occasions, 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 or such other registration statement, as applicable, is effective or if as a result of a Suspension Event the Registration Statement or such other 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 thereintherein (in the case of a prospectus, in the light of the circumstances under which they were made (in the case of the prospectusmade) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares under the Registration 2 Applies only to subscribers with a Purchase Price in excess of $100 million. Statement or such other 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 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 Issuer 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 Issuer except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as unless otherwise required by law. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of such events would constitute material, non-public information regarding the Issuerlaw or subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

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 Statement, or to suspend the effectiveness thereof, if the filing, effectiveness negotiation or continued use consummation of any Registration Statement would require a transaction by the Issuer to make any public disclosure of material non-public informationor its subsidiaries is pending or an event has occurred, which disclosurenegotiation, in consummation or event the good faith determination of the Issuer’s board of directors reasonably believes, upon the written advice of legal counsel, would require additional disclosure by the Issuer, after consultation with counsel to the Issuer, (a) would be required to be made Issuer 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) of material information that 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 keeping confidential and the Issuer or would require premature non-disclosure of information that could otherwise materially adversely affect which in the Issuer Registration Statement would be expected, in the reasonable determination of the Issuer’s board of directors, upon the written advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more than two occasions or (2) occasions, for more than sixty thirty (6030) consecutive calendar days, or more than ninety (90) total calendar days, in days each case during any twelve-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event (such notice to include a certificate signed by the Issuer’s chief executive officer stating that upon the written advice of legal counsel, a Suspension Event has occurred) 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 thereintherein (in the case of the prospectus, in the light of the circumstances under which they were made (in the case of the prospectusmade) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares Registrable Securities 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 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 Issuer 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 Issuer except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as unless otherwise required by law. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of such events would constitute material, non-public information regarding the Issuerlaw or subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares Registrable Securities in Subscriber’s possession; possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares Registrable Securities shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

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 Company of the happening occurrence of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event Event, the Resale 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 the undersigned agrees that (i) it will immediately discontinue offers and sales of the Backstop Acquired Shares under the Resale Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber the undersigned receives copies of a supplemental or amended prospectus (which the Issuer 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 Issuer 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 Issuer except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as Company unless otherwise required by law. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of such events would constitute material, non-public information regarding the Issuersubpoena or regulatory request or requirement. If so directed by the IssuerCompany, Subscriber the undersigned will deliver to the Issuer orCompany, or in Subscriberthe undersigned’s sole discretion destroy, all copies of the prospectus covering the Backstop Acquired Shares in Subscriberthe undersigned’s possession; possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Backstop Acquired Shares shall not apply (iw) to the extent Subscriber the undersigned is required to retain a copy of such prospectus (aA) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (bB) in accordance with a bona fide pre-existing document retention policy or (iix) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension Event. 6.3.1 5.3.1 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”); 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 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 Issuer 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 Issuer except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of such events would constitute material, non-public information regarding the Issuer. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension Event. 6.3.1 Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer Company shall be entitled to delay or postpone the filing or effectiveness of the any Registration Statement, and from time to time to require Subscriber not to sell under the any Registration Statement or to suspend the effectiveness thereof, if the filing, effectiveness or continued use of any such Registration Statement would require the Issuer Company to make any public disclosure of material non-public information, which disclosure, in the good faith determination of the board Board of directors of the IssuerDirectors, after consultation with counsel to the IssuerCompany, (ai) would be required to be made in any such 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 (cii) the Issuer Company 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 public (each such circumstance, a “Suspension Event”); Event”); provided, however, that the Issuer Company may not delay or suspend the any Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety one hundred twenty (90120) total calendar days, in each case case, during any twelve-month three hundred sixty (360) day period. Upon receipt of any written notice from the Issuer Company of the happening of any Suspension Event during the period that the any Registration Statement is effective or if as a result of a Suspension Event the any 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 each Purchase agrees that (i) it will immediately discontinue offers and sales of the Acquired Registrable Shares under the such Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber such Purchaser receives copies of a supplemental or amended prospectus (which the Issuer 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 Issuer 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 Issuer except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of such events would constitute material, non-public information regarding the Issuer. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

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 StatementStatement and any other registration statement referred to in this Section 5, and from time to time to require Subscriber not to sell under the Registration Statement or such other registration statement, as applicable, or to suspend the effectiveness thereof, if the filing, effectiveness negotiation or continued use consummation of any Registration Statement would require a transaction by the Issuer to make any public disclosure of material non-public informationor its subsidiaries is pending or an event has occurred, which disclosurenegotiation, in consummation or event the good faith determination of the Issuer’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Issuer, after consultation with counsel to the Issuer, (a) would be required to be made Issuer 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) of material information that 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 keeping confidential and the Issuer or would require premature non-disclosure of information that could otherwise materially adversely affect which in the Issuer Registration Statement would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal counsel, to cause the Registration Statement or such other registration statement, as applicable, to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement a particular registration statement on more than two occasions or (2) occasions, 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 or such other registration statement, as applicable, is effective or if as a result of a Suspension Event the Registration Statement or such other 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 thereintherein (in the case of a prospectus, in the light of the circumstances under which they were made (in the case of the prospectusmade) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares under the Registration Statement or such other 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 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 Issuer 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 Issuer except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as unless otherwise required by law. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of such events would constitute material, non-public information regarding the Issuerlaw or subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension Event. 6.3.1 Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer Company shall be entitled to delay or postpone the filing or effectiveness of the Registration StatementStatement and any other registration statement referred to in this Section 5, and from time to time to require Subscriber not to sell under the Registration Statement or such other registration statement, as applicable, or to suspend the effectiveness thereof, if the filingnegotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, effectiveness which negotiation, consummation or continued use event the Company reasonably believes, upon the advice of any Registration Statement legal counsel, would require additional disclosure by the Issuer to make any public disclosure of material non-public information, which disclosure, Company 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) of material information that the Issuer Company 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 keeping confidential and the Issuer or would require premature non-disclosure of information that could otherwise materially adversely affect which in the Issuer Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement or such other registration statement, as applicable, to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); Event”); provided, however, that the Issuer Company may not delay or suspend the Registration Statement a particular registration statement on more than two occasions or (2) occasions, 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 Company of the happening of any Suspension Event during the period that the Registration Statement or such other registration statement, as applicable, is effective or if as a result of a Suspension Event the Registration Statement or such other 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 thereintherein (in the case of a prospectus, in the light of the circumstances under which they were made (in the case of the prospectusmade) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares under the Registration Statement or such other 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 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 Issuer 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 Issuer except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as Company unless otherwise required by law. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of such events would constitute material, non-public information regarding the Issuerlaw or subpoena. If so directed by the IssuerCompany, Subscriber will deliver to the Issuer Company or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.