Suspension Notices. Wherever a Suspension Notice is in force, the effects of that Suspension Notice shall be the subject of clause 3.6 and not of this Schedule 4. A Restriction of Use shall only be treated as a Restriction of Use to the extent that it involves a Restriction of Use of all or any part of the Routes which is not covered by the restriction under that Suspension Notice.
Suspension Notices. (i) Notwithstanding anything to the contrary herein, if the Company shall at any time furnish to the Investor a certificate signed by any of its authorized officers (a “Suspension Notice”) stating that:
(A) the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Company’s Board of Directors, after consultation with its outside counsel, materially and adversely affect the Company or the prospects for consummation of such material transaction; or
(B) the Company’s Board of Directors has made the good faith determination after consultation with counsel that (x) use or continued use of any proposed or effective Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such Registration Statement (or the prospectus relating thereto) of material, non-public information, (y) such premature disclosure would not be in the best interest of the Company and (z) it is therefore necessary to defer the filing or to suspend the use of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, the right of the Investor to use any Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period or periods (a “Black Out Period”) of not more than sixty (60) days in the aggregate in any 360 consecutive-day period. The Investor agrees to keep confidential and not disclose the existence and contents of a Suspension Notice.
(ii) Notwithstanding anything to the contrary in this Section 11(a), the Company shall not impose any Black Out Period in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers.
(iii) During any Black Out Period, the Investor shall offer or sell any Registrable Securities pursuant to or in reliance upon any Registration Statement (or the prospectus relating thereto) filed by the Company. Notwithstanding the foregoing, if the public announcement of such material, nonpublic information is made during a Black Out Period, then the Black Out Period shall terminate two business days after such announce...
Suspension Notices. Wherever a Suspension Notice is in force, the effects of that Suspension Notice shall be the subject of clause 9 and not of this Schedule 8. Accordingly, for the purposes of this Schedule 8:
(a) neither Network Rail nor Nexus shall be allocated any responsibility for those effects; and
(b) those effects shall not be regarded as causing any Minutes Late or Minutes Delay or Cancelled Stops.
Suspension Notices. Wherever a Suspension Notice is in force, the effects of that Suspension Notice shall be the subject of clause 3.6 and not of this Schedule 8. Accordingly, for the purposes of this Schedule 8: neither the CVL IM nor the Train Operator shall be allocated any responsibility for those effects; and those effects shall not be regarded as causing any Minutes Late or Minutes Delay or Cancelled Stops.
Suspension Notices. Upon the receipt of any Suspension Notice, Noble shall comply with the terms of Section 7(q) of this Agreement.
Suspension Notices. (a) The Access Provider may acting reasonably serve a suspension notice (“Suspension Notice”) on Toll Rail where a Toll Rail Event of Default has occurred and the underlying default has not been rectified or compensation satisfactory to the Access Provider has not been paid to the Access Provider, and impose on Toll Rail by such notice reasonable restrictions on the use of the Rail Network (so far as is reasonably applicable), provided that such restrictions relate only to the Vehicles, Services or categories of train movements to which that Toll Rail Event of Default relates.
(b) Toll Rail may acting reasonably serve a Suspension Notice on the Access Provider where an Access Provider Event of Default has occurred and the underlying default has not been rectified or compensation satisfactory to Toll Rail has not been paid to Toll Rail.
Suspension Notices. (i) The Company may furnish to Selling Shareholder a certificate signed by its chairman of the board of directors, chief executive or finance director (a "Suspension Notice"), at any time in the case of clause (A) and at any time prior to the filing of any Demand Registration in the case of clause (B) or (C), stating that:
(A) in his or her good faith judgment, following consultation with the Company's external United States securities counsel, the filing of an amendment or supplement to a Registration or a document incorporated by reference therein is necessary in order to ensure that such Registration conforms in all material respects to the requirements of the Securities Act and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(B) in his or her good faith judgment, a Demand Registration would adversely affect a pending or contemplated offering or sale of any class of securities for cash by the Company; provided, however, that the Company shall not furnish a certificate pursuant to this clause (B) more than twice between the date of this Agreement and the second anniversary thereof; or
(C) as evidenced by the minutes of any meeting thereof (which, for the avoidance of doubt, are not required to be furnished to Selling Shareholder), the Investment Committee of the Board of Directors of the Company has determined that a Demand Registration would materially impede, delay or otherwise interfere with a pending or contemplated acquisition, corporate reorganization or other similar transaction involving the Company, including an issuance of any class of securities by the Company in exchange for securities or assets of another company in connection with a merger or acquisition.
(ii) Except to the extent required by law, Selling Shareholder shall keep confidential and not disclose the fact that it has received a Suspension Notice; the Company agrees that any such Suspension Notice shall provide only that a suspension is in effect and shall not include any material non-public information regarding the cause for the issuance of such Suspension Notice; provided, however, that if the reason for any such Suspension Notice is the operation of any "blackout period" imposed as a consequence of applicable United States federal securities laws or applicable accounting standards, such Suspension Notice shall describe the reason for such blackout ...
Suspension Notices. Immediately after Holder gives a Suspension Notice to Maker, any obligation of Holder to make or maintain the Revolver at the LIBO Rate, or to allow the Revolver Rate to be converted to the LIBO Rate, will be suspended and all interest payable at the LIBO Rate will automatically convert to the relevant Substitute Rate, subject to any subsequent Rate Election Notice selecting the Prime Based Rate. If circumstances further change and nullify the basis on which the Suspension Notice was given, then Holder will advise Maker of the change and the OPB may thereafter again bear interest at the LIBO Rate if Maker so elects in a Rate Election Notice.
Suspension Notices. The personnel record of an employee will be cleared of suspension notices after a period of two (2) years from the date of suspension provided no similar infractions have been committed during the intervening period. However, if the discipline involves misconduct of any type against a minor, the document shall remain in the personnel file.
Suspension Notices. Whenever a Suspension Notice is in force, the effects of that Suspension Notice shall be the subject of Clause 3.6 and not of this Schedule 8. Accordingly, for the purposes of this Schedule 8: neither RfL(I) nor the Train Operator shall be allocated any responsibility for those effects; and those effects shall not be regarded as causing any Seconds Late or Seconds Delay or Cancelled Stops. Calculation of Unexpected CCOS Journey Time The Unexpected CCOS Journey Time of a Service shall be calculated as follows: UACJT = ACJT – ECJT where: UACJT means the Unexpected CCOS Journey Time in respect of that Service;
