Suspension of Offering. Upon notice by the Company to any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspens...
Suspension of Offering. Upon any notice by the Company, either before or after a Holder has delivered a Registration Notice, that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements (a "Materiality Notice"), Holder agrees that it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until Holder receives copies of a supplemented or amended Prospectus that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective; provided, that the Company may delay, suspend or withdraw the Registration Statement for such reason for no more than sixty (60) days after delivery of the Materiality Notice at any one time. If so directed by the Company, Holder will deliver to the Company all copies of the Prospectus covering the Registrable Securities current at the time of receipt of any Materiality Notice.
Suspension of Offering. Notwithstanding Section 3.1(a) and Section 3.1(b) hereof, the Company shall be entitled to postpone the filing of a Registration Statement, and from time to time to require Holders not to sell under such Registration Statement or to suspend the effectiveness thereof, upon the occurrence of a Suspension Event; provided, however, that the Company may not delay, suspend or withdraw such Registration Statement for more than 60 days at any one time, or more than twice in any 12 month period. Upon receipt of any written notice from the Company (a) of the happening of any Suspension Event during the period a Registration Statement is effective or (b) that as a result of a Suspension Event a Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, each Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under such Registration Statement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, Holders will deliver to the Company all copies of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.
Suspension of Offering. (a) If the Company determines in its good faith judgment that the filing of the Registration Statement under SECTION 1.1, 1.2 OR 1.3 hereof or the use of any prospectus would materially impede, delay or interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries, or require the disclosure of important information which the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of each Holder to offer, sell or distribute any Registrable Securities pursuant to a Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a Registration Statement (including any action contemplated by SECTION 1.4 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this SECTION 1.7(a) is no longer necessary, but, in any event, no such period shall extend for longer than 60 days; PROVIDED the Company may deliver only two such notices in any twelve month period.
Suspension of Offering. No order suspending or enjoining the Offering or sale of the Notes and Warrants has been issued, and no proceedings for that purpose or a similar purpose have been initiated or are pending, or, to the best of the Company’s knowledge, are contemplated or threatened.
Suspension of Offering. It is understood that the Company and the Selling Shareholders will advise each other immediately, in writing, of the receipt of any threat or the initiation of any steps or procedures by any federal or state instrumentality or any individual which would impair or prevent the offer of the Shares or the issuance of any suspension orders or other prohibitions preventing or impairing the proposed offering. In the case of the happening of any such event, neither the Company nor the Selling Shareholders will acquiesce in such steps, procedures or suspension orders, and the Company agrees actively to defend against any such actions or orders unless all parties agree in writing to the acquiescence in such actions or orders.
Suspension of Offering. (a) Subject to the provisions of this Section 7, the Company shall have the right, but not the obligation, from time to time to suspend the use of any Registration Statement, following the effectiveness of such Registration Statement (and the filings with any federal or state securities commissions). The Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable if any of the following events occur:
Suspension of Offering. (a) The Company shall be entitled, from time to time, to require the Holder not to sell under the Registration Statement if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or circumstances have arisen, which negotiation, consummation or circumstances would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not prohibit sales for more than 120 days during any twelve (12) month period; provided further, however, that the Company’s obligation under Section 1.1(a) or 1.1(c) to keep the Registration Statement continuously effective for the 24-month period set forth in the second sentence of Section 1.1(a) shall be extended by an equivalent amount of time.
Suspension of Offering. The Company may, no more than two times in any twelve-month period, postpone or withdraw for up to 90 days the filing or the effectiveness of the Shelf Registration Statement if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the Company’s board of directors has determined would not be in the best interest of the Company to be disclosed at such time; provided, however, that in no event shall the Company withdraw a Registration Statement after such Registration Statement has been declared effective.
Suspension of Offering. If the Board determines in its good faith judgment that the filing of a Registration Statement under Section 2.1 or 2.2, hereof or the use of any prospectus would (i) materially impede, delay or interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Issuer or any of its subsidiaries, or (ii) require the disclosure of important information that the Issuer has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Issuer’s ability to consummate a significant transaction, then, upon the Holders’ receipt of written certification from the Issuer’s Chief Executive Officer or Chief Financial Officer of such determination by the Board, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to a Registration Statement or to require the Issuer to take action with respect to the registration or sale of any Registrable Securities pursuant to a Registration Statement (including any action contemplated by Section 2.3 hereof) shall be suspended for up to two periods in any twelve-month period, one of which shall not exceed one hundred twenty (120) days and, one of which shall not exceed ninety (90) days, in each case from the date of receipt of written request from the Holders requesting inclusion of Registrable Securities in a Registration Statement; provided, however, that the Issuer shall not exercise the above-mentioned 120-day and 90-day suspension rights for a period of one hundred fifty (150) days from the date of the expiration of each such 120-day or 90-day period, as the case may be, such that following the expiration of each such 120-day or 90-day suspension right, as the case may be, the Holders shall not be subject to the suspension rights set forth in this Section 2.5 for a period of one hundred fifty (150) days.
