Common use of Suspension of Effectiveness Clause in Contracts

Suspension of Effectiveness. At least five Business Days prior to any disposition of Registrable Securities, a Holder shall advise the Company of the dates on which such disposition is expected to commence and terminate, the number of Registrable Securities expected to be sold, the method of disposition and such other information as the Company may reasonably request in order to supplement the related prospectus in accordance with the Applicable Securities Laws. The Company may suspend dispositions under the registration statement and notify the Holder that it may not sell the Registrable Securities pursuant to any registration statement or prospectus (a "Blocking Notice") if (a) the Company's management determines in its reasonable good faith judgment that the Company's obligation to ensure that such registration statement and prospectus are current and complete would require the Company to take actions that might reasonably be expected to have a detrimental effect on any proposal, negotiations or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction or (b) the Company determines that the registration statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or requires the making of any additions to or changes in the registration statement or the prospectus in order to make the statements therein not misleading; provided that such suspension may not exceed 60 days. Each Holder agrees by acquisition of the Registrable Securities that, upon receipt of a Blocking Notice from the Company, such Holder shall not dispose of, sell or offer for sale any Registrable Securities pursuant to a registration statement until such Holder receives (a) copies of the supplemented or amended prospectus, or a written determination from counsel for the Company that such disclosure is not required due to subsequent events, (b) notice in writing (the "Advice") from the Company that the use of the prospectus may be resumed and (c) copies of any additional or supplemental filings that are incorporated by reference in the prospectus. If so directed by the Company in connection with any Blocking Notice, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was current immediately prior to the time of receipt of such Blocking Notice. In the event the Company shall give any Blocking Notice, the time regarding the effectiveness of a registration statement set forth in Section 2.1 shall be extended by the number of Days during the period from and including the date of the giving of such Blocking Notice to and including the date when the Holder shall have received the copies of the supplemented or amended prospectus, the Advice and any additional or supplemental filings that are incorporated by reference in the prospectus or the supplemental prospectus, as the case may be. Delivery of a Blocking Notice and the related suspension of any registration statement in accordance with the terms of this Section 3.2 shall not constitute a default under this Agreement.

Suspension of Effectiveness. At least five Business Days prior to any disposition As promptly as practicable after becoming aware of Registrable Securitiessuch event, a Holder the Borrower shall advise notify the Company Purchaser of the dates on happening of any event, of which such disposition is expected to commence and terminatethe Borrower has knowledge, as a result of which the number of Registrable Securities expected to be sold, the method of disposition and such other information as the Company may reasonably request in order to supplement the related prospectus in accordance with the Applicable Securities Laws. The Company may suspend dispositions under the registration statement and notify the Holder that it may not sell the Registrable Securities pursuant to any registration statement or prospectus (a "Blocking Notice") if (a) the Company's management determines in its reasonable good faith judgment that the Company's obligation to ensure that such registration statement and prospectus are current and complete would require the Company to take actions that might reasonably be expected to have a detrimental effect on any proposal, negotiations or plan by the Company or any of its subsidiaries to engage included in any acquisition of assets (other than Registration Statement, as then in the ordinary course of business) or any mergereffect, consolidation, tender offer, reorganization or similar transaction or (b) the Company determines that the registration statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein contains includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and use its best efforts to promptly, but in any event within two (2) business days of such event (the “Registration Supplement Deadline”), prepare and file a supplement or requires amendment to any Registration Statement (also, a “Registration Supplement”) to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment and the making related prospectus supplement to the Purchaser as the Purchaser may reasonably request; provided that, for not more than ten (10) consecutive days (or a total of not more than twenty (20) days in any additions to twelve (12) month period), the Borrower may delay the disclosure of material non-public information concerning the Borrower (as well as prospectus or changes Registration Statement updating) the disclosure of which at the time is not, in the registration statement or the prospectus in order to make the statements therein not misleading; provided that such suspension may not exceed 60 days. Each Holder agrees by acquisition good faith opinion of the Registrable Securities Borrower, in the best interests of the Borrower (an "Allowed Delay"); provided, further, that the Borrower shall promptly (i) notify the Purchaser in writing of the existence of (but in no event, without the prior written consent of the Purchaser, shall the Borrower disclose to the Purchaser any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise the Purchaser in writing to cease all sales under such Registration Statement until the end of the Allowed Delay, provided the above actions are consistent with the requirements of the 1933 Act and/or 1934 Act or other applicable law. Upon expiration of the Allowed Delay, the Borrower shall again be bound by the first sentence of this paragraph with respect to the information giving rise thereto. The Purchaser agrees that, upon receipt of a Blocking Notice any notice from the CompanyBorrower of the happening of any event of the kind described in this paragraph, such Holder shall not dispose of, sell or offer for sale any the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to a registration statement until such Holder receives (a) copies of the supplemented or amended prospectus, or a written determination from counsel for the Company that such disclosure is not required due to subsequent events, (b) notice in writing (the "Advice") from the Company that the use of the prospectus may be resumed and (c) copies of any additional or supplemental filings that are incorporated by reference in the prospectus. If so directed by the Company in connection with any Blocking Notice, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus Registration Statement covering such Registrable Securities that was current immediately prior to until the time of Purchaser's receipt of such Blocking Notice. In the event the Company shall give any Blocking Notice, the time regarding the effectiveness of a registration statement set forth in Section 2.1 shall be extended by the number of Days during the period from and including the date of the giving of such Blocking Notice to and including the date when the Holder shall have received the copies of the supplemented or amended prospectus, the Advice and any additional or supplemental filings that are incorporated by reference in the prospectus or the supplemental prospectus, as the case may be. Delivery of a Blocking Notice and the related suspension of any registration statement in accordance with the terms of this Section 3.2 shall not constitute a default under this Agreement.

Suspension of Effectiveness. At least five Business Days prior to any disposition of Registrable Securities, a Holder shall advise the Company of the dates on which such disposition is expected to commence and terminate, the number of Registrable Securities expected to be sold, the method of disposition and such other information as the Company may reasonably request in order to supplement the related prospectus in accordance with the Applicable Securities Laws. The Company may suspend dispositions under the registration statement Registration Statement and notify the each Holder that it may not sell the Registrable Securities pursuant to any registration statement Registration Statement or prospectus Prospectus (a "Blocking Notice") if (a) the Company's management determines in its reasonable good faith judgment that the Company's obligation to ensure that such registration statement Registration Statement and prospectus Prospectus are current and complete would require the Company to take actions that might reasonably be expected to have a materially adverse detrimental effect on any proposal, negotiations or plan by the Company or any of and its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction or (b) the Company determines that the registration statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or requires the making of any additions to or changes in the registration statement or the prospectus in order to make the statements therein not misleadingstockholders; provided that such suspension pursuant to a Blocking Notice or the Notice described below or as a result of the circumstances described in 5(d)(2)-(7) may not exceed 60 daysthirty (30) days (whether or not consecutive) in any twelve (12) month period. Each Holder agrees by acquisition of the Registrable Securities that, upon receipt of a Blocking Notice or "Notice" from the CompanyCompany of the existence of any fact of the kind described in the following sentence, such Holder shall not dispose of, sell or offer for sale any the Registrable Securities pursuant to a registration statement the Registration Statement until such Holder receives (ai) copies of the supplemented or amended prospectus, or a written determination from until counsel for the Company shall have determined that such disclosure is not required due to subsequent events, (bii) notice in writing (the "Advice") from the Company that the use of the prospectus may be resumed and (ciii) copies of any additional or supplemental filings that are incorporated by reference in the prospectusProspectus. Pursuant to the immediately preceding sentence, the Company may provide such Notice to the Holders upon the determination by the Company of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue in any material respect, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus, in order to make the statements therein not misleading in any material respect. If so directed by the Company in connection with any Blocking such Notice, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, copies then in such Holder's possession possession, of the prospectus covering such Registrable Securities that was current immediately prior to the time of receipt of such Blocking Noticenotice. In the event the Company shall give any such Blocking Notice or Notice, the time regarding the effectiveness of a registration statement such Registration Statement set forth in Section 2.1 5(a), the final conversion date of the Preferred Shares and the final exercise date of the Warrants shall be extended by one and one-half (1-1/2) times the number of Days days during the period from and including the date of the giving of such Blocking Notice or Notice to and including the date when the Holder shall have received the copies of the supplemented or amended prospectusProspectus, the Advice and any additional or supplemental filings that are incorporated by reference in the prospectus or the supplemental prospectus, as the case may beProspectus. Delivery of a Blocking Notice or Notice and the related suspension of any registration statement in accordance with the terms of this Section 3.2 Registration Statement shall not constitute a default under this Agreement and shall not create any obligation to pay liquidated damages under Section 2 hereof. However, if the Holder's ability to sell under the Registration Statement is suspended for more than the 30-day periods described above (an "Excess Blocking Period"), then the Company shall pay to the Holder two percent (2%) of the Purchase Price of the Preferred Shares for each 30 day period commencing on the first day of the thirty (30) day period (or part thereof) following the beginning of an Excess Blocking Period until the Excess Blocking Period terminates. Such payment will be payable either, at the option of the Company as evidenced by irrevocable notice to the Holder to be delivered not later than the first day following the beginning of a Excess Blocking Period, in cash or in shares of Common Stock valued at the average of the high and low trading prices of the Common Stock on the Primary Market for each of the five trading days immediately preceding the first day following the beginning of the Excess Blocking Period, in each case within five (5) business days of the end of each 30 day period. In addition, if the Excess Blocking Period continues for more than an aggregate of 180 days in any 360-day period, or the payment is not made within 5 business days of the end of each 30 day period, then at each Holder's option upon written notice from such Holder following such 180th day or fifth business day, as the case may be, the Company shall redeem Holder's Preferred Shares at a redemption price equal to the greater of 125% of the Purchase Price and the underlying value of the Common Stock, together with all payments due under this paragraph and under the Certificate of Designations and the Subscription Agreement. The Company shall deliver the applicable redemption price to such Holder within ten days of receipt of such notice by the Holder.

Suspension of Effectiveness. At least five Business Days prior to any disposition of Registrable Securities, a Holder shall advise the Company of the dates on which such disposition is expected to commence and terminate, the number of Registrable Securities expected to be sold, the method of disposition and such other information as the Company may reasonably request in order to supplement the related prospectus in accordance with the Applicable Securities Laws. The Company may suspend dispositions under the registration statement and notify the Holder that it may not sell the Registrable Securities pursuant to any registration statement or prospectus (a "Blocking Notice") if (a) the Company's management determines in its reasonable good faith judgment based on advice of its outside counsel that the Company's obligation to ensure that such registration statement and prospectus are current and complete would require the Company to take actions that might reasonably be expected to have a detrimental effect on any proposal, negotiations or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction or (b) the Company determines that the registration statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or requires the making of any additions to or changes in the registration statement or the prospectus in order to make the statements therein not misleading; provided that such suspension may not exceed 60 days. Each Holder agrees by acquisition of the Registrable Securities that, upon receipt of a Blocking Notice from the Company, such Holder shall not dispose of, sell or offer for sale any Registrable Securities pursuant to a registration statement until such Holder receives (a) copies of the supplemented or amended prospectus, or a written determination from counsel for the Company that such disclosure is not required due to subsequent events, (b) notice in writing (the "Advice") from the Company that the use of the prospectus may be resumed and (c) copies of any additional or supplemental filings that are incorporated by reference in the prospectus. If so directed by the Company in connection with any Blocking Notice, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was current immediately prior to the time of receipt of such Blocking Notice. In the event the Company shall give any Blocking Notice, the time regarding the effectiveness of a registration statement set forth in Section 2.1 shall be extended by the number of Days during the period from and including the date of the giving of such Blocking Notice to and including the date when the Holder shall have received the copies of the supplemented or amended prospectus, the Advice and any additional or supplemental filings that are incorporated by reference in the prospectus or the supplemental prospectus, as the case may be. Delivery of a Blocking Notice and the related suspension of any registration statement in accordance with the terms of this Section 3.2 shall not constitute a default under this Agreement.

Suspension of Effectiveness. At least five Business Days prior to Notwithstanding any disposition other provision of Registrable Securitiesthis Agreement, a Holder shall advise the Company of the dates on Enzon understands and acknowledges that there may be periods during which such disposition is expected to commence and terminate, the number of Registrable Securities expected to be sold, the method of disposition and such other information as the Company may reasonably request determine, in order to supplement the related prospectus in accordance with the Applicable Securities Laws. The Company may suspend dispositions under the registration statement and notify the Holder good faith, that it is in the best interest of the Company and its stockholders to defer disclosure of non-public information until such information has reached a more advanced stage and that during such periods sales of Conversion Shares and the effectiveness of any Registration Statement covering Conversion Shares, may not sell the Registrable Securities be suspended or delayed. Enzon agrees to provide one (1) day advance notice of any proposed sale by Enzon of any Conversion Shares pursuant to any registration statement or prospectus (a "Blocking Notice") if (a) the Company's management determines in its reasonable good faith judgment that the Company's obligation to ensure that such registration statement and prospectus are current and complete would require the Company to take actions that might reasonably be expected to have a detrimental effect on any proposal, negotiations or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction or (b) the Company determines that the registration statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or requires the making of any additions to or changes in the registration statement or the prospectus in order to make the statements therein not misleadingS-3 Registration Statement; provided that such suspension notice may set forth Enzon's intention to sell for up to thirty (30) days following the date of such notice and Enzon shall have been deemed to have provided sufficient notice with respect all such sales. Whether or not exceed 60 days. Each Holder such notice from Enzon has been provided to the Company, Enzon agrees by acquisition of the Registrable Securities that, that upon receipt of a Blocking Notice any notice from the Company, such Holder shall not dispose of, sell or offer for sale any Registrable Securities Company of a suspension pursuant to a registration statement this Section 7.3, Enzon will forthwith discontinue its disposition of Conversion Shares pursuant to the Registration Statement until such Holder receives (a) copies Enzon's receipt of the supplemented or amended prospectus, or a written determination from counsel for the Company that such disclosure is not required due to subsequent events, (b) notice in writing (the "Advice") from the Company that the use of the prospectus Registration Statement may be resumed and (c) copies of any additional and, where appropriate as determined by the Company, a supplement or supplemental filings that are incorporated by reference in amendment to the prospectus. If prospectus and, if so directed by the Company in connection with any Blocking NoticeCompany, each Holder Enzon will use its best efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies, copies then in such HolderEnzon's possession possession, of the prospectus covering relating to such Registrable Securities that was Conversion Shares current immediately prior to at the time of receipt of such Blocking Noticenotice; provided however, that in no event shall such periods in which disposition of Conversion Shares pursuant to the Registration Statement is suspended pursuant to the foregoing exceed 45 days in any one instance or an aggregate of 90 days in any 360 day period. In Notwithstanding the event foregoing, no such suspension period shall be longer than the Company shall give any Blocking Notice, the time regarding the effectiveness of a registration statement set forth in Section 2.1 shall be extended by the number of Days during the period from and including the date of the giving of such Blocking Notice to and including the date when the Holder shall have received the copies of the supplemented or amended prospectus, the Advice and any additional or supplemental filings that are incorporated by reference in the prospectus or the supplemental prospectus, as the case may be. Delivery of a Blocking Notice and the related suspension of any registration statement in accordance with the terms of this Section 3.2 shall not constitute a default under this Agreementreasonably deems necessary.