Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to delay or postpone the effectiveness of the Forward Registration Statement, and from time to time to require the Purchaser not to sell under the Forward Registration Statement or to suspend the effectiveness thereof, if 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 legal counsel, would require additional disclosure by the Company in the Forward Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward 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 Forward 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 the Forward 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 Company of the happening of any Suspension Event during the period that the Forward Registration Statement is effective or if as a result of a Suspension Event the Forward 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, the Purchaser agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser 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 conf...
Suspension Events. Each of the following events is a Suspension Event in relation to a Member:
(a) the Operator has issued a Margin Call to that Member which remains outstanding;
(b) there has been a material breach by the Member of any provision of the agreement which the Operator has by notice to the Member required the Member to remedy and which remains unremedied at the expiry of the period specified in the notice (being not shorter than 2 Business Days); or
(c) a Default Event has occurred in relation to the Member and is subsisting; or
(d) the Operator has reasonable grounds to believe the Member is no longer eligible to be a Member or to trade in a Product, and the Member has failed to give the Operator information to verify its continued eligibility within 2 Business Days of the Operator requesting that information from the Member; or
(e) in respect of any obligation of a Trading Participant to deliver or accept delivery of Physical Gas under this agreement, the Operator has reasonable grounds to believe that the amount of the Delivery Variance Quantity for which that Trading Participant is responsible is equal to 25% or more of the Delivery Quantity, and such an event has occurred on three or more occasions in any rolling six month period without reasonable explanation.
Suspension Events. The Company may delay the requested filing or effectiveness of a Registration Statement in conjunction with a Demand Request, for a period of up to 90 days from the date of such Demand Request, or withdraw any Registration Statement that has been filed, if at the time that such Demand Request is made (i) the Company engages or plans to engage in a registered offering as to which the Holders may include all of their Registerable Securities subject to such Demand Request and the Company has taken substantial steps (including selecting a managing underwriter, which shall be of recognized national standing, for such offering) and is proceeding with reasonable diligence to effect such offering, (ii) the Company reasonably and in good faith determines that the registration and distribution of Registerable Securities resulting from such Demand Request would materially and adversely interfere with any planned or proposed business combination transaction involving the Company, or any planned or pending financing, acquisition, corporate reorganization Or any other similar corporate development involving the Company or any subsidiaries or (iii) following the exercise of such Demand Request but before the effectiveness of the applicable Registration Statement, (A) a business combination, tender offer, acquisition or other corporate event involving the Company is proposed, initiated or announced by another Person beyond the control of the Company (an “Uncontrolled Event”) and (B) in the reasonable and good faith determination of the Company, the filing or seeking of the effectiveness of such Registration Statement would materially and adversely interfere with such Uncontrolled Event or would otherwise materially and adversely affect the Company (each of the events listed in subparts (i)-(iii) of this Section 5(a), a “Suspension Event”). The Company may not exercise its right under this Section 5(a) to delay or withdraw a Demand Request more than twice in a calendar year. The Company shall provide prompt written notice to the Holder making the Demand Request of any Suspension Event and any withdrawal of a Registration Statement pursuant to this Section 5(a).
Suspension Events. (a) The Company may suspend the determination of its Net Asset Value, the acceptance of Capital Contributions and the processing of requests for withdrawals (each, a “Suspension Event”):
(i) during any period in which any market on which a material part of the Investments of the Company are quoted is closed or has materially limited or suspended dealings;
(ii) during the existence of any state of affairs (including the restriction of trading in one or more markets) which, in the opinion of the Managing Member, makes the determination of the price or value, or the disposition of the Company’s Investments, impractical or prejudicial to the Non-Managing Members;
(iii) during any breakdown in any of the means normally employed by the Company in ascertaining the value of its Investments and other assets or for any other reason the Managing Member is of the opinion that it cannot reasonably ascertain the value of the Company’s Investments and other assets on the Valuation Date concerned;
(iv) during any period where the conversion and remittance of funds which would or might be involved in the realization or acquisition of Investments (whether actual or hypothetical for valuation purposes) could not in the opinion of the Managing Member be carried out at normal rates of exchange and without undue delay;
(v) during any period in which distributions or withdrawals would, in the opinion of the Managing Member, result in a violation of applicable law; or
(vi) in the event of the dissolution and wind-up of the Company.
(b) Any such Suspension Event shall take effect at such time as the Managing Member shall declare but not later than the close of business on the business day next following the declaration, and thereafter there shall be no determination of the Net Asset Value of the Company until the Managing Member shall declare the Suspension Event at an end; provided that such Suspension Event shall terminate in any event on the first business day on which (i) the condition giving rise to the Suspension Event shall have ceased to exist and (ii) no other condition under which the declaration of a Suspension Event is authorized under this Agreement shall then exist. The determination of the Managing Member shall be final and conclusive.
(c) All Non-Managing Members shall be notified of any Suspension Event, and the termination of any Suspension Event, by means of a promptly delivered written notice. If monthly withdrawals are suspended as a result of a Suspension Eve...
Suspension Events. Upon receipt of any written notice from the Issuer (which notice shall not contain any material nonpublic information regarding the Issuer) of the occurrence 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, each Holder agrees that it will immediately discontinue offers and sales of any Underlying Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until such Hxxxxx receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare at its expense) 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. If so directed by the Issuer, such Holder will deliver to the Issuer, or in such Holder’s sole discretion destroy, all copies of the prospectus covering the Underlying Shares in such Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Underlying Shares shall not apply (w) to the extent a Holder 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 (x) to copies stored electronically on archival servers as a result of automatic data back-up.
Suspension Events. The Parent shall be entitled to suspend the use of, the Registration Statement if it determines, upon advice of legal counsel (either internal or external), that in order for the Registration Statement not to contain a material misstatement or omission, (i) an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act and (ii) the negotiation or consummation of a transaction by the Parent or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Parent’s board of directors reasonably believes would require additional disclosure by the Parent in the Registration Statement of material information that the Parent has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Parent’s board of directors to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Parent may not delay or suspend the Registration Statement on more than two occasions or for more than thirty (30) consecutive calendar days, or more than sixty (60) total calendar days in each case during any twelve-month period. Upon receipt of any written notice from the Parent 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, the Lender agrees that (A) it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Lender receives copies of a supplemental or amended prospectus (which the Parent 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 Parent that it may resume such offers and sales, and (B) it will maintain the confidentiality of an...
Suspension Events. Each of the following events is a Suspension Event in relation to a Member: the Operator has issued a Margin Call to that Member which remains outstanding; there has been a material breach by the Member of any provision of the agreement which the Operator has by notice to the Member required the Member to remedy and which remains unremedied at the expiry of the period specified in the notice (being not shorter than 2 Business Days); or
Suspension Events. IfAt the Authority’s election, if, due to Force Majeure (as hereinafter defined), an act of God, or valid business considerations, a material portion of the gaming operations previously conducted by the Authority on the Yuba Site are suspended or terminated, the parties' obligations under this Agreement shall be suspended as of the date of such suspension or termination until such time as such operations are resumed. For the purposes of this Section, the term “
Suspension Events. (a) Upon the occurrence, from time to time, of any Suspension Event (as defined herein) the Bank may suspend the Line of Credit immediately and shall not be obligated, during such suspension, to make any Loans or advances hereunder until the matter giving rise to such Suspension Event has been cured.
(b) As used herein, the term "SUSPENSION EVENT" means and refers to any occurrence (i) which is an Event of Default or (ii) which would become an Event of Default if the notice and/or the running of the period of time specified for that occurrence were to be given and/or were to run and such occurrence were not cured within any applicable grace period.
Suspension Events. City may in its sole discretion suspend this Contract, in whole in or in part, upon the occurrence of any Termination Event for no longer than 30 days. During the suspension period Contractor will have the opportunity to demonstrate to the satisfaction of City that Contractor can once again fully perform Contract services. If Contractor so demonstrates to satisfaction of City in its sole discretion, City’s right to suspend or terminate this Contract will cease and Contractor may resume providing Contract services. If Contractor does not so demonstrate, City may terminate this Contract and exercise its additional rights and remedies.
