Common use of Suspension of Dispositions Clause in Contracts

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Units that, upon receipt of any notice (a “Suspension Notice”) from BBP of the happening of any event of the kind described in Section 2.5(f)(iii) such Holder will forthwith discontinue disposition of Registrable Units until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or until it is advised in writing (the “Advice”) by BBP that the use of the Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement or Prospectus, as applicable, and, if so directed by BBP, such Holder will deliver to BBP all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, covering such Registrable Units current at the time of receipt of such notice. In the event BBP shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Units covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BBP shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Units Shares that, upon receipt of any notice (a “Suspension Notice”) from BBP BEPC of the happening of any event of the kind described in Section 2.5(f)(iii2.4(f)(iii) such Holder will forthwith discontinue disposition of Registrable Units Shares until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or until it is advised in writing (the “Advice”) by BBP BEPC that the use of the Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement or Prospectus, as applicable, and, if so directed by BBPBEPC, such Holder will deliver to BBP BEPC all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, covering such Registrable Units Shares current at the time of receipt of such notice. In the event BBP BEPC shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.5(b2.4(b) and 2.5(c2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Units Shares covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BBP BEPC shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Units Shares that, upon receipt of any notice (a “"Suspension Notice”") from BBP BIPC of the happening of any event of the kind described in Section 2.5(f)(iii2.4(f)(iii) such Holder will forthwith discontinue disposition of Registrable Units Shares until such Holder’s 's receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or until it is advised in writing (the “"Advice”") by BBP BIPC that the use of the Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement or Prospectus, as applicable, and, if so directed by BBPBIPC, such Holder will deliver to BBP BIPC all copies, other than permanent file copies then in such Holder’s 's possession, of the Registration Statement or Prospectus, as applicable, covering such Registrable Units Shares current at the time of receipt of such notice. In the event BBP BIPC shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.5(b2.4(b) and 2.5(c2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Units Shares covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BBP BIPC shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Units Shares that, upon receipt of any notice (a “Suspension Notice”) from BBP BIPC of the happening of any event of the kind described in Section 2.5(f)(iii2.4(f)(iii) such Holder will forthwith discontinue disposition of Registrable Units Shares until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or until it is advised in writing (the “Advice”) by BBP BIPC that the use of the Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement or Prospectus, as applicable, and, if so directed by BBPBIPC, such Holder will deliver to BBP BIPC all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, covering such Registrable Units Shares current at the time of receipt of such notice. In the event BBP BIPC shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.5(b2.4(b) and 2.5(c2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Units Shares covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BBP BIPC shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Suspension of Dispositions. (a) Each Holder agrees by acquisition of any Registrable Units Securities that, upon receipt of any notice (a “Suspension Notice”) from BBP the Partnership of the happening occurrence of any event of the kind described in Section 2.5(f)(iii2.1(g), Section 2.4(n) or Section 2.4(s), such Holder will forthwith discontinue disposition of Registrable Units Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or until it is advised in writing (the “Advice”) by BBP the Partnership that the use of the Registration Statement or Prospectus, as applicable, Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. The Partnership shall extend the period of time during which the Partnership is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or Prospectus, as applicable, and, if amended Prospectus or receives the Advice. If so directed by BBPthe Partnership, such Holder will deliver to BBP the Partnership all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, Prospectus covering such Registrable Units Securities current at the time of receipt of such notice. In the event BBP shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Units covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BBP The Partnership shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. Any Underwritten Shelf Takedown which is suspended because of a Suspension Notice shall not be deemed to be a Demand Request for purposes of Section 2.1(c) unless and until a suspension pursuant to this Section 2.5 is concluded and such Underwritten Shelf Offering is completed.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Units Shares that, upon receipt of any notice (a “Suspension Notice”) from BBP the Company (i) of the happening of any event of the kind described in Section 2.5(f)(iii2.3.1(v)(B) or (C) or Section 2.3.1(xi)(B); or (ii) that if the filing of a registration statement or the initial or continued effectiveness thereof would require the Company to disclose a material financing, acquisition or other corporate transaction, which disclosure the Board of Directors of the Company shall have determined in good faith is not in the best interests of the Company and its stockholders (provided that the period set forth in Section 2.1.2 shall be extended by the number of days of any such suspension pursuant to this Section 2.4); such Holder will forthwith discontinue disposition of Registrable Units Shares until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicableprospectus, or until it is advised in writing (the “Advice”) by BBP the Company that the use of the Registration Statement or Prospectus, as applicable, prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement or Prospectus, as applicableprospectus, and, if so directed by BBPthe Company, such Holder will deliver to BBP the Company all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, prospectus covering such Registrable Units Shares current at the time of receipt of such notice; provided that, with respect to clause (ii) above, such periods shall in no event continue, in the aggregate, for more than 120 days in any twelve month period. In the event BBP the Company shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, registration statements set forth in Sections 2.5(b) and 2.5(cSection 2.3(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller Holder of Registrable Units Shares covered by such Registration Statement or Prospectus, as applicable, registration statement shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, prospectus or the Advice. BBP The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. Notwithstanding the foregoing, with respect to the Shelf Registration Statement the Company may suspend use of such Shelf Registration Statement during any period if each of the Company and the holders of two-thirds of the Registrable Shares covered by such registration statement consent in writing to such suspension for such period.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Units that, upon receipt of any notice (a “Suspension Notice”) from BBP BPY of the happening of any event of the kind described in Section 2.5(f)(iii2.4(f)(iii) such Holder will forthwith discontinue disposition of Registrable Units until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or until it is advised in writing (the “Advice”) by BBP BPY that the use of the Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement or Prospectus, as applicable, and, if so directed by BBPBPY, such Holder will deliver to BBP BPY all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, covering such Registrable Units current at the time of receipt of such notice. In the event BBP BPY shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.5(b2.4(b) and 2.5(c2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Units covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BBP BPY shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Units Shares, that, upon receipt of any notice (a “"Suspension Notice”") from BBP the Company of the happening of any event of the kind described which, in Section 2.5(f)(iii) the opinion of the Company, requires the amendment or supplement of any Prospectus Supplement or prospectus, such Holder will forthwith discontinue disposition of Registrable Units Shares until such Holder’s 's receipt of the copies of the supplemented or amended Registration Statement Prospectus Supplement or Prospectus, as applicable, prospectus or until it is advised in writing (the “"Advice”") by BBP the Company that the use of the Registration Statement Prospectus Supplement or Prospectus, as applicable, prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement Prospectus Supplement or Prospectus, as applicableprospectus, and, if so directed by BBPthe Company, such Holder will deliver to BBP the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the Registration Statement Prospectus Supplement or Prospectus, as applicable, prospectus covering such Registrable Units Shares, current at the time of receipt of such noticethe Suspension Notice. In the event BBP the Company shall give any such notice, the time period regarding the effectiveness of the Shelf Registration Statements Statement or Prospectuses, other registration statements as applicable, set forth in Sections 2.5(b) and 2.5(cSection 1.4(b) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Units Shares covered by such the Shelf Registration Statement or Prospectus, as applicable, such other registration statement shall have received the copies of the supplemented or amended Registration Statement Prospectus Supplement or Prospectus, as applicableprospectus, or the Advice. BBP shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Suspension of Dispositions. (a) Each Holder agrees by acquisition of any Registrable Units Securities that, upon receipt of any notice (a “Suspension Notice”) from BBP the Partnership of the happening occurrence of any event of the kind described in Section 2.5(f)(iii2.1(g), Section 2.4(n) or Section 2.4(s), such Holder will forthwith discontinue disposition of Registrable Units Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or until it is advised in writing (the “Advice”) by BBP the Partnership that the use of the Registration Statement or Prospectus, as applicable, Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. The Partnership shall extend the period of time during which the Partnership is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or Prospectus, as applicable, and, if amended Prospectus or receives the Advice. If so directed by BBPthe Partnership, such Holder will deliver to BBP the Partnership all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, Prospectus covering such Registrable Units Securities current at the time of receipt of such notice. In the event BBP shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Units covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BBP The Partnership shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. Any Underwritten Shelf Takedown which is suspended because of a Suspension Notice shall not be deemed to be a Demand Request for purposes of Section 2.1(c) unless and until a suspension pursuant to this Section 2.5 is concluded and such Underwritten Shelf Takedown is completed.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Units that, upon receipt of any notice (a “Suspension Notice”) from BBP BREP of the happening of any event of the kind described in Section 2.5(f)(iii2.5(vi)(C) such Holder will forthwith discontinue disposition of Registrable Units until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicableprospectus, or until it is advised in writing (the “Advice”) by BBP BREP that the use of the Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement or Prospectus, as applicable, and, if so directed by BBPBREP, such Holder will deliver to BBP BREP all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, covering such Registrable Units current at the time of receipt of such notice. In the event BBP BREP shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.5(b2.5(ii) and 2.5(c2.5(iii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Units covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, prospectus or the Advice. BBP BREP shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.