Common use of Suspension Notices Clause in Contracts

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 announcement without any further action of the parties and the Company shall immediately notify the Investor of such termination.

Suspension Notices. (i) Notwithstanding anything to the contrary herein, during any earnings blackout period in effect pursuant to a policy established by the Company’s Board of Directors or a designated committee thereof (including, without limitation, the Company’s current earnings blackout policy) (a “Scheduled Earnings Blackout”), unless the Company provides the Investors notice that a Black Out Period (as defined below) with respect to a Scheduled Earnings Blackout will not be in effect, or if the Company shall at any time furnish to the Investor Investors 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 Investors 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) 240 days in the aggregate in any 360 consecutive-day, with the first calculation of any such period first commencing on the earlier of (1) March 31, 2019 or (2) the date on which the “Lock-Up Period” as defined in the Securities Purchase Agreement) has terminated earlier than the first anniversary of the closing under the Securities Purchase Agreement; provided, however, that, such 240 day aggregate limit may be increased for up to two additional periods in any 12-month period. The Investor agrees , not to keep confidential and not disclose exceed 60 days in the existence and contents aggregate in any 12 consecutive-month period, but only in the case of a Suspension Notice. Notice(s) approved by all of the members of the Board of Directors (other than any representative of the Investor to the extent a member thereof) delivered in respect of a material transaction described in Section 5(a)(i)(A); and provided, further, however, that following the second anniversary of the date hereof, such 240 day aggregate limit may be increased (such increase in the 240 day aggregate limit pursuant to this proviso, the “Limit Increase”) for up to two additional periods in any 12-month period, not to exceed 30 days in the aggregate in any 12 consecutive-month period, but (1) only in the case of a Suspension Notice(s) approved by all of the members of the Board of Directors (other than any representative of the Investor to the extent a member thereof) delivered in respect of a material transaction described in Section 5(a)(i)(A) and (2) the Limit Increase contemplated by this proviso may not be utilized by the Company more than one time (and after being used, may not thereafter be used again without the consent of the Purchaser in its sole discretion). If the Company modifies its earnings blackout policy, or its implementation thereof, to reduce the number of days comprising Scheduled Earnings Blackouts, the 240 day aggregate limit in the preceding sentence (as may be increased pursuant to the proviso in the preceding sentence) shall be reduced by a like number of days. Furthermore, in addition to the 240 day (or such greater or lesser period, as applicable, pursuant to the Limit Increase and any decrease pursuant to the previous sentence, respectively) aggregate limit on Blackout Periods per each 360 day period, no Black Out Period shall last for more than 45 consecutive days in any 360 consecutive day period except (i) in the case of a Suspension Notice delivered, or a Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out and (ii) Notwithstanding anything to in the contrary case of a Suspension Notice delivered in this respect of a material transaction described in Section 11(a5(a)(i)(A), no more than 100 consecutive days after delivery of such Suspension Notice. For the Company avoidance of doubt, with respect to any Registrable Security, no Registration Default shall not impose be applicable to such Registrable Security during any Black Out Period in a manner that is more restrictive (including, without limitation, as permitted to duration) than be imposed on the comparable restrictions that the Company may impose on transfers holder 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 such Registrable Securities Security 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 announcement without any further action of the parties and the Company shall immediately notify the Investor of such terminationthis Section 5.

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)10.1, 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 announcement without any further action of the parties and the Company shall immediately notify the Investor of such termination.

Suspension Notices. (i) Notwithstanding anything to the contrary herein, during any earnings blackout period in effect pursuant to a policy established by the Company’s Board of Directors or a designated committee thereof (including, without limitation, the Company’s current earnings blackout policy) (a “Scheduled Earnings Blackout”), unless the Company provides the Investors notice that a Black Out Period (as defined below) with respect to a Scheduled Earnings Blackout will not be in effect, or if the Company shall at any time furnish to the Investor Investors 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 Investors to require the Company to file any Registration Statement or, after the filing thereof, 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) 200 days in the aggregate in any 360 consecutive-day period. The Investor agrees ; provided, however, that, during the period beginning on the earlier to keep confidential occur of (i) the first anniversary of the date hereof, and (ii) the Effective Date of the initial Registration Statement required to be filed by the Company pursuant to Section 2(a) (the earlier of the two dates referred to in clauses (i) and (ii), the “Reference Date”), and ending on the second anniversary of the Reference Date, such 200 day aggregate limit may be increased for up to two additional periods in any 12-month period, not disclose to exceed 60 days in the existence and contents aggregate in any 12 consecutive-month period, but only in the case of a Suspension Notice. Notice(s) approved by all of the members of the executive committee of the Board of Directors (other than any representative of the Investor to the extent a member thereof) delivered in respect of a material transaction described in Section 5(a)(i)(A); and provided, further, however, that following the second anniversary of the Reference Date, such 200 day aggregate limit may be increased (such increase in the 200 day aggregate limit pursuant to the immediately preceding proviso or this proviso, the “Limit Increase”) for up to two additional periods in any 12-month period, not to exceed 30 days in the aggregate in any 12 consecutive-month period, but only in the case of a Suspension Notice(s) approved by all of the members of the executive committee of the Board of Directors (other than any representative of the Investor to the extent a member thereof) delivered in respect of a material transaction described in Section 5(a)(i)(A). If the Company modifies its earnings blackout policy, or its implementation thereof, to reduce the number of days comprising Scheduled Earnings Blackouts, the 200 day aggregate limit in the preceding sentence (as may be increased pursuant to the first proviso or the second proviso in the preceding sentence) shall be reduced by a like number of days. Furthermore, in addition to the 200 day (or such greater or lesser period, as applicable, pursuant to the Limit Increase and any decrease pursuant to the previous sentence, respectively) aggregate limit on Blackout Periods per each 360 day period, no Black Out Period shall last for more than 45 consecutive days in any 360 consecutive day period except (i) in the case of a Suspension Notice delivered, or a Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out and (ii) Notwithstanding anything to in the contrary case of a Suspension Notice delivered in this respect of a material transaction described in Section 11(a5(a)(i)(A), no more than 100 consecutive days after delivery of such Suspension Notice. For the Company avoidance of doubt, with respect to any Registrable Security, no Registration Default shall not impose be applicable to such Registrable Security during any Black Out Period in a manner that is more restrictive (including, without limitation, as permitted to duration) than be imposed on the comparable restrictions that the Company may impose on transfers holder 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 such Registrable Securities Security 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 announcement without any further action of the parties and the Company shall immediately notify the Investor of such terminationthis Section 5.