Common use of Suspension of Offering Clause in Contracts

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. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon receipt of any notice from the Company of the happening of any event which is of a type specified in Section 2.1(a), Holder agrees that it will immediately discontinue offers and sales of securities under the Registration Statement until Holder receives copies of a supplemented or amended Registration Statement which addresses the disclosure issues referred to above, after which the Holder shall be free to resume offering and selling activities. The Company agrees to promptly prepare any such supplemented or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective by the Commission as soon as practicable. If so directed by the Company, Holder will deliver to the Company all copies of any Prospectus in its possession at the time of receipt of such notice.

Suspension of Offering. (aNotwithstanding Section 3.1(a) The and Section 3.1(b) hereof, the Company shall be entitledentitled to postpone the filing of a Registration Statement, and from time to time, time to require the Holder Holders not to sell under the such Registration Statement if or to suspend the negotiation or consummation effectiveness thereof, upon the occurrence 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 requirementsSuspension Event; provided, however, that the Company may not prohibit sales delay, suspend or withdraw such Registration Statement for more than 120 60 days during at any twelve (12) one time, or more than twice in any 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. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon . Upon receipt of any written notice from the Company (a) of the happening of any event which Suspension Event during the period a Registration Statement is effective or (b) that as a result of a type specified 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 Section 2.1(a)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 securities the Registrable Securities under the such Registration Statement until the Holder receives copies of a supplemented supplemental or amended Registration Statement which addresses the disclosure issues referred to above, after Prospectus (which the Holder shall be free to resume offering and selling activities. The Company agrees to promptly prepare prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any such supplemented post-effective amendment has become effective or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective unless otherwise notified by the Commission as soon as practicableCompany 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, Holder Holders will deliver to the Company all copies of any the Prospectus in its possession covering the Registrable Securities current at the time of receipt of such notice.

Suspension of Offering. (aNotwithstanding Section 3.1(a) The hereof, the Company shall be entitledentitled to postpone the filing of the Registration Statement, and from time to time, time to require the Holder Holders not to sell under the Registration Statement if or to suspend the negotiation or consummation effectiveness thereof, upon the occurrence 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 requirementsSuspension Event; provided, however, that the Company may not prohibit sales delay, suspend or withdraw the Registration Statement for more than 120 sixty (60) days during at any one time, or more than twice in 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. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon . Upon receipt of any written notice from the Company (a) of the happening of any event which Suspension Event during the period the Registration Statement is effective or (b) that as a result of a type specified Suspension Event the 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 Section 2.1(a)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 securities the Registrable Securities under the Registration Statement until the Holder receives copies of a supplemented supplemental or amended Registration Statement which addresses the disclosure issues referred to above, after Prospectus (which the Holder shall be free to resume offering and selling activities. The Company agrees to promptly prepare prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any such supplemented post-effective amendment has become effective or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective unless otherwise notified by the Commission as soon as practicableCompany 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, Holder Holders will deliver to the Company all copies of any the Prospectus in its possession covering the Registrable Securities current at the time of receipt of such notice.

Suspension of Offering. (a) The Company shall be entitledUpon receipt of notice from the Company, from time to time---------------------- either before or after a Holder has delivered a Registration Notice, to require the Holder not to sell under the Registration Statement if the that a negotiation or consummation of a transaction by the Company or its subsidiaries is pending or circumstances have arisenan event has occurred, which negotiation, consummation or circumstances 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 would, in the reasonable opinion of counsel to the Company, 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 requirements (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. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon receipt of any notice from the Company of the happening of any event which is of a type specified in Section 2.1(a"Materiality Notice"), Holder agrees that it will immediately discontinue offers and sales of securities the Registrable Securities under the Registration Statement until Holder receives copies of a supplemented or amended Registration Statement which addresses Prospectus that corrects the disclosure issues misstatement(s) or omission(s) referred to above; provided, after which that -------- the Company may require the Holder shall be free to resume offering suspend such offers and selling activities. The Company agrees to promptly prepare sales for such reason for no more than sixty (60) days after delivery of the Materiality Notice at any such supplemented or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective by one time (the Commission as soon as practicable"Suspension Period"). If so directed by the Company, Holder will deliver to the Company all copies of any the Prospectus in its possession covering the Registrable Securities current at the time of receipt of such notice. The Company shall take all actions necessary (including the preparation of any amendment to the Registration Statement or supplement to the Prospectus such that immediately following the earlier of (i) the public disclosure of the information giving rise to such Materiality Notice or (ii) the end of the Suspension Period, the Registration Statement is available for offers and sales of the Registrable Securities.

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 (ai) The Company shall be entitledmaterially 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 time the Issuer’s Chief Executive Officer or Chief Financial Officer of such determination by the Board, the rights of the Holders to timeoffer, sell or distribute any Registrable Securities pursuant to a Registration Statement or to require the Holder not Issuer to sell under take action with respect to the registration or sale of any Registrable Securities pursuant to a Registration Statement if the negotiation or consummation of a transaction (including any action contemplated by the Company or its subsidiaries is pending or circumstances have arisenSection 2.3 hereof) shall be suspended for up to two periods in any twelve-month period, 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 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 might cause the Registration Statement to fail to comply with applicable disclosure requirementsStatement; provided, however, that the Company 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 prohibit sales for more than 120 days during any twelve (12) month period; provided further, however, that be subject to 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 suspension rights set forth in the second sentence this Section 2.5 for a period of Section 1.1(aone hundred fifty (150) shall be extended by an equivalent amount of timedays. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon receipt of any notice from the Company of the happening of any event which is of a type specified in Section 2.1(a), Holder agrees that it will immediately discontinue offers and sales of securities under the Registration Statement until Holder receives copies of a supplemented or amended Registration Statement which addresses the disclosure issues referred to above, after which the Holder shall be free to resume offering and selling activities. The Company agrees to promptly prepare any such supplemented or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective by the Commission as soon as practicable. If so directed by the Company, Holder will deliver to the Company all copies of any Prospectus in its possession at the time of receipt of such notice.

Suspension of Offering. (a) The If the Company shall be entitled, from time to time, to require determines in its good faith judgment that the Holder not to sell under filing of the Shelf Registration Statement if under Section 1.1 hereof or the negotiation use of any prospectus would materially impede, delay or consummation of a transaction by interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries is pending subsidiaries, or circumstances have arisen, which negotiation, consummation or circumstances would require additional the disclosure by the Company in the Registration Statement of material important information which the Company has a bona fide material business purpose for keeping preserving as confidential and or the nondisclosure disclosure of which in 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 the Shelf Registration Statement might cause or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement to fail to comply with applicable disclosure requirements(including any action contemplated by Section 1.1 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 1.2(a) is no longer necessary, but, in any event, no such period shall extend for longer than 45 days; provided, however, that provided the Company may not prohibit sales for more than 120 days during deliver only two such notices in 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. (b) Subject In the case of the registration of any underwritten public offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a dividend reinvestment plan), each Holder agrees, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any underwritten offering for the resale of Registrable Securities (or any option or right to acquire Registrable Securities) during the period commencing on the 7th day prior to the limitations as to frequency and duration set forth in Section 2.1(a), upon receipt of any notice from the Company expected effective date of the happening of any event which is of a type specified in Section 2.1(a), Holder agrees that it will immediately discontinue offers and sales of securities under registration statement covering such underwritten public offering or the Registration Statement until Holder receives copies of a supplemented or amended Registration Statement which addresses the disclosure issues referred to above, after date on which the Holder proposed offering is expected to commence (which date shall be free to resume offering and selling activities. The Company agrees to promptly prepare any such supplemented or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective by the Commission as soon as practicable. If so directed by the Company, Holder will deliver to the Company all copies of any Prospectus stated in its possession at the time of receipt of such notice) and ending on the date specified by such managing underwriter in such written request to such Holder, which date shall not be later than 45 days after such expected date of effectiveness or the commencement of the offering, as the case may be.

Suspension of Offering. (a) The Company shall be entitled, from time to time, to require If the Holder not to sell under Company’s Board of Directors determines in its good faith judgment that the filing of a Registration Statement if under Section 2.1(a) or 2.1(b) hereof or the negotiation use of any prospectus would (i) materially impede, delay or consummation of a transaction by interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries is pending subsidiaries, or circumstances have arisen, which negotiation, consummation or circumstances would (ii) require additional the disclosure by the Company in the Registration Statement of material important information which that the Company has a bona fide material business purpose for keeping preserving as confidential and or the nondisclosure disclosure of which in would materially impede the Company’s ability to consummate a significant transaction, then, upon the Stockholders’ receipt of written certification from the Company’s Chief Executive Officer of such determination by the Company’s Board of Directors including a general statement of the reasons for suspension and an approximation of the period of the anticipated delay, the rights of the Stockholders to offer, sell, or distribute any Registrable Securities pursuant to a Registration Statement might cause or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a Registration Statement to fail to comply with applicable disclosure requirementsshall be suspended until the date (which shall be no later than the 90th day following the date of the notice of suspension) upon which the Company notifies the Stockholders in writing that suspension of such rights for the grounds set forth in this Section 2.1(e) is no longer necessary; provided, however, that the Company may shall not prohibit sales for exercise the right to suspend an offering pursuant to this Section 2.1(e) more than 120 days during once in any twelve (12) month period; and provided further, however, that that the Company’s obligation Company shall not be entitled to suspend an offering pursuant to this Section 2.1(e) unless it shall concurrently (A) prohibit sales by all other security holders under Section 1.1(aregistration statements covering securities held by such other security holders and (B) or 1.1(c) to keep forbid the Registration Statement continuously effective for the 24-month period set forth purchases and sales in the second sentence open market by directors and executive officers of the Company in the case of a suspension pursuant to Section 1.1(a) 2.1(e)(ii). If the Company shall be extended so suspend the filing of a Registration Statement, the Stockholders shall have the right to withdraw the request for registration by an equivalent amount of time. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon receipt of any giving written notice from the Company at any time after receipt of the happening notice of any suspension (and, in the event which is of a type specified in Section 2.1(a)such withdrawal, Holder agrees that it will immediately discontinue offers and sales such request shall not be counted for purposes of securities under determining the Registration Statement until Holder receives copies number of a supplemented or amended Registration Statement which addresses the disclosure issues referred Demand Registrations to above, after which the Holder shall be free Stockholders are entitled pursuant to resume offering and selling activities. The Company agrees to promptly prepare any such supplemented or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective by the Commission as soon as practicable. If so directed by the Company, Holder will deliver to the Company all copies of any Prospectus in its possession at the time of receipt of such noticeSection 2.1(a)(i)).

Suspension of Offering. (a) The Company shall be entitledUpon receipt of notice from the Company, from time to timeeither before or after a Holder has delivered a Registration Notice, to require the Holder not to sell under the Registration Statement if the that a negotiation or consummation of a transaction by the Company or its subsidiaries is pending or circumstances have arisenan event has occurred, which negotiation, consummation or circumstances event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide BONA FIDE business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might would, in the reasonable opinion of counsel to the Company, 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 requirements (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. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon receipt of any notice from the Company of the happening of any event which is of a type specified in Section 2.1(a"Materiality Notice"), Holder agrees that it will immediately discontinue offers and sales of securities the Registrable Securities under the Registration Statement until Holder receives copies of a supplemented or amended Registration Statement which addresses Prospectus that corrects the disclosure issues misstatement(s) or omission(s) referred to above; PROVIDED, after which that the Company may require the Holder shall be free to resume offering suspend such offers and selling activities. The Company agrees to promptly prepare sales for such reason for no more than sixty (60) days after delivery of the Materiality Notice at any such supplemented or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective by one time (the Commission as soon as practicable"Suspension Period"). If so directed by the Company, Holder will deliver to the Company all copies of any the Prospectus in its possession covering the Registrable Securities current at the time of receipt of such notice. The Company shall take all actions necessary (including the preparation of any amendment to the Registration Statement or supplement to the Prospectus such that immediately following the earlier of (i) the public disclosure of the information giving rise to such Materiality Notice or (ii) the end of the Suspension Period, the Registration Statement is available for offers and sales of the Registrable Securities.

Suspension of Offering. (a) The Company shall be entitledUpon any notice by the Company, from time to time, to require either before or after the Holder not to sell under the has delivered a Registration Statement if the Notice, that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or circumstances have arisenan event has occurred, which negotiation, consummation or circumstances event would require additional disclosure by the Company in the a Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and or 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 requirements (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. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(aa "Materiality Notice"), upon receipt of any notice from the Company of the happening of any event which is of a type specified in Section 2.1(a), Holder agrees that it will immediately discontinue offers and sales of securities the Registrable Securities under the Registration Statement until the 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 which addresses for such reason for no more than ninety (90) days after delivery of the disclosure issues referred Materiality Notice; and provided further, that the Company during such delay, suspension or withdrawal may not file a registration statement for securities to abovebe issued and sold for its own account or that of other stockholders. If the Company suspends the Registration Statement, after the period for which the Holder Company is required to keep the Registration Statement effective under Section 4(a) shall be free to resume offering and selling activities. The Company agrees to promptly prepare any such supplemented or amended extended by the number of days the Registration Statement and to use best efforts to cause would have been effective during such supplemented or amended Registration Statement to be declared effective by the Commission as soon as practicablesuspension absent such suspension. If so directed by the Company, the Holder will deliver to the Company all copies of any the Prospectus in its possession covering the Registrable Securities current at the time of receipt of such noticeany Materiality Notice. The Company may not exercise its rights pursuant to this Section 2.2 more than twice in any (12) month period.

Suspension of Offering. (a) The Company shall be entitled, from time to time, to require the Holder not to sell under the a 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 such 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 such reason more than 120 days during twice in any twelve (12) month period; provided further, howeverfor more than thirty (30) days in one instance, that the Company’s obligation under Section 1.1(aor more than sixty (60) or 1.1(c) to keep the Registration Statement continuously effective for the 24-month period set forth days in the second sentence of Section 1.1(a) shall be extended by an equivalent amount of other instance, at any one time. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a4.1(a), upon receipt of any notice from the Company of the happening of any event which is of a type specified in Section 2.1(a4.1(a), the Holder agrees that it will immediately discontinue offers and sales of securities under the Registration Statement until the Holder receives copies of a supplemented or amended Registration Statement which addresses the disclosure issues referred to above, after which the Holder shall be free to resume offering and selling activities. The Company agrees to promptly prepare any such supplemented or amended Registration Statement and to use best reasonable efforts to cause such supplemented or amended Registration Statement to be declared effective by the Commission SEC as soon as practicable. If so directed by the Company, the Holder will deliver to the Company all copies of any Prospectus in its possession at the time of receipt of such notice.

Suspension of Offering. (aNotwithstanding Section 3.1(a) The hereof, the Company shall be entitledentitled to postpone the filing of the Registration Statement, and from time to time, time to require the Holder Holders not to sell under the Registration Statement if or to suspend the negotiation or consummation effectiveness thereof, upon the occurrence 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 requirementsSuspension Event; provided, however, that the Company may not prohibit sales delay, suspend or withdraw the Registration Statement for more than 120 sixty (60) days during at any one time, or more than twice in 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. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon . Upon receipt of any written notice from the Company of the happening of any event which Suspension Event during the period the Registration Statement is effective or if as a result of a type specified Suspension Event the 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 Section 2.1(a)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 securities the Registrable Securities under the Registration Statement until the Holder receives copies of a supplemented supplemental or amended Registration Statement which addresses the disclosure issues referred to above, after Prospectus (which the Holder shall be free to resume offering and selling activities. The Company agrees to promptly prepare prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any such supplemented post-effective amendment has become effective or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective unless otherwise notified by the Commission as soon as practicableCompany 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, each Holder will deliver to the Company all copies of any the Prospectus in its possession covering the Registrable Securities current at the time of receipt of such notice.

Suspension of Offering. (a) The Notwithstanding Section 2.3 hereof, if the Board of Directors, in its good faith judgment, determines that any registration should not be made or continued because of a Suspension Event, the Company shall be entitledmay postpone the filing of a Registration Statement and, from time to timeupon the approval of a majority of the Board of Directors, to require the Holder Holders not to sell under the Registration Statement if or to suspend 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 requirementseffectiveness thereof; provided, however, that the Company may not prohibit sales delay, suspend or withdraw the Registration Statement for more than 120 sixty (60) days during at any one time, or more than twice in 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. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon . Upon receipt of any written notice from the Company of the happening of any event which Suspension Event during the period the Registration Statement is effective or if as a result of a type specified Suspension Event the 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 Section 2.1(a)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 securities the Registrable Securities under the Registration Statement until such Holder receives copies of a supplemented supplemental or amended Registration Statement which addresses the disclosure issues referred to above, after Prospectus (which the Holder shall be free to resume offering and selling activities. The Company agrees to promptly prepare prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any such supplemented post-effective amendment has become effective or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective unless otherwise notified by the Commission as soon as practicableCompany 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, each Holder will deliver to the Company all copies of any the Prospectus in its possession covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in the possession of such Holder’s counsel.

Suspension of Offering. (aNotwithstanding Section 3.1(a) The hereof, the Company shall be entitledentitled to postpone the filing of the Registration Statement, and from time to time, time to require the Holder Holders not to sell under the Registration Statement if or to suspend the negotiation or consummation effectiveness thereof, upon the occurrence 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 requirementsSuspension Event; provided, however, that the Company may not prohibit sales delay, suspend or withdraw the Registration Statement for more than 120 sixty (60) days during at any one time, or more than twice in 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. (b) Subject to the limitations as to frequency and duration set forth in Section 2.1(a), upon . Upon receipt of any written notice from the Company of the happening of any event which Suspension Event during the period the Registration Statement is effective or if as a result of a type specified Suspension Event the 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 Section 2.1(a)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 securities the Registrable Securities under the Registration Statement until the Holder receives copies of a supplemented supplemental or amended Registration Statement which addresses the disclosure issues referred to above, after Prospectus (which the Holder shall be free to resume offering and selling activities. The Company agrees to promptly prepare prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any such supplemented post-effective amendment has become effective or amended Registration Statement and to use best efforts to cause such supplemented or amended Registration Statement to be declared effective unless otherwise notified by the Commission as soon as practicableCompany that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any non-public information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Holder will deliver to the Company all copies of any the Prospectus in its possession covering the Registrable Securities current at the time of receipt of such notice.