Common use of Suspension of Dispositions Clause in Contracts

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the occurrence of any event of the kind described in Section 5.2(f), Section 5.2(n) or Section 5.2(t), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. The Company shall extend the period of time during which the Company 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 amended Prospectus or receives the Advice. If so directed by the Company, such Hxxxxx will deliver to the Company all copies, other than permanent file copies then in such Hxxxxx’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall keep the existence and contents of any such Suspension Notice confidential. 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 5.1(b) unless and until a suspension pursuant to this Section 5.3 is concluded and such Underwritten Shelf Offering is completed.

Appears in 1 contract

Samples: Stockholders Agreement (Diamondback Energy, Inc.)

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Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Securities Shares that, upon receipt of any notice (a "Suspension Notice") from the Company of the occurrence happening of any event of the kind described in Section 5.2(f), Section 5.2(nSections 3.4.5(i) or Section 5.2(t3.4.6(iii) (a "Suspension Event"), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement Shares until such Holder’s 's receipt of the copies of the supplemented or amended Prospectusprospectus, or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectusprospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Shares current at the time of receipt of the Suspension Notice. The In the event the Company shall extend give any Suspension Notice, the time period regarding the effectiveness of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement registration statements set forth in Section 3.4.2 hereof shall be extended by the number of days during the period from and including the date of the giving of such the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Holder either receives registration statement shall have received the copies of the supplemented or amended Prospectus prospectus or receives the Advice. If so directed by the Company, such Hxxxxx will deliver to the Company all copies, other than permanent file copies then in such Hxxxxx’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicablepracticable following the conclusion of the Suspension Event. The Holders acknowledge and agree that receipt Company shall suspend the use of any shelf registration statement during a Suspension Notice may constitute material non-public information regarding the Company Event and shall keep the existence and contents of so notify any such Suspension Notice confidential. 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 5.1(b) unless and until a suspension pursuant to Holders having securities registered thereunder in accordance with this Section 5.3 is concluded and such Underwritten Shelf Offering is completed3.5.

Appears in 1 contract

Samples: Stockholders Agreement (Carpenter Tommie R)

Suspension of Dispositions. Each SellerCo and each other Holder hereto agrees by acquisition of any Registrable Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Issuer of the occurrence happening of any event of the kind described in clause (iii) of Section 5.2(f), Section 5.2(n) or Section 5.2(t2.2(f), such Holder will forthwith discontinue disposition disposition, if applicable, of Second Payment Registrable Securities pursuant to the Registration Statement or Third Payment Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended Prospectusprospectus, or until it is advised in writing (the “Advice”) by the Company Issuer that the use of the Prospectus prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectusprospectus, and, if so directed by Issuer, such Holder will deliver to Issuer all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company In the event Issuer shall extend give any such notice, the time period regarding the effectiveness of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement Statements set forth in Section 2.2(b) shall be extended by the number of days during the period from and including the date of the giving of such the Suspension Notice to and including the date when such Holder either receives shall have received the copies of the supplemented or amended Prospectus prospectus or receives the Advice. If so directed by the Company, such Hxxxxx will deliver to the Company all copies, other than permanent file copies then in such Hxxxxx’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company Issuer shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall keep the existence and contents of any such Suspension Notice confidential. 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 5.1(b) unless and until a suspension pursuant to this Section 5.3 is concluded and such Underwritten Shelf Offering is completed.

Appears in 1 contract

Samples: Registration Rights Agreement (E2open Parent Holdings, Inc.)

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Suspension of Dispositions. (a) Each Holder Stockholder agrees by acquisition of any Registrable Securities that, upon receipt of any notice (a Suspension Notice”) Notice from the Company Parent of the occurrence of any event of the kind described in Section 5.2(f), Section 5.2(n2.2(n) or Section 5.2(t2.2(s), such Holder Stockholder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such HolderStockholder’s receipt of the copies of the supplemented or amended Prospectus, or until it is advised in writing (the “Advice”) by the Company Parent that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. The Company Parent shall extend the period of time during which the Company Parent is required to maintain the Registration Statement effective pursuant to the terms set forth in this Agreement Article II 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 Stockholder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the CompanyXxxxxx, such Hxxxxx Stockholder will deliver to the Company Parent all copies, other than permanent file copies then in such HxxxxxStockholder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company Parent shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall keep the existence and contents of any such Suspension Notice confidential. 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 5.1(b2.1(c) unless and until a suspension pursuant to this Section 5.3 2.3 is concluded and such Underwritten Shelf Offering Takedown is completed.

Appears in 1 contract

Samples: Registration Rights Agreement (Ideanomics, Inc.)

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