Common use of Suspension of Offering Clause in Contracts

Suspension of Offering. (a) Subject to the provisions of this Sxxxxxx 0, Xxxxxxxx shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement, following the effectiveness of a Registration Statement (and the filings with any federal or state securities commissions). Alcentra, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to a Registration Statement for such times as Alcentra reasonably may determine is necessary and advisable if any of the following events occur: (i) a primary Underwritten Offering by Alcentra where Alcentra is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such primary Underwritten Offering; (ii) a majority of the independent members of the Board of Directors of Alcentra shall have determined in good faith that (A) the offer or sale of any Registrable Shares pursuant to the Registration Statement would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving Alcentra; (B) after the advice of counsel, the sale of the Registrable Shares pursuant to the Registration Statement would require the disclosure of non-public material information not otherwise required to be disclosed under applicable law; and (C) either (1) Alcentra has a bona fide business purpose for preserving confidentiality of the proposed transaction or information, (2) disclosure would have a material adverse effect on Alcentra or its ability to consummate the proposed transaction or (3) the proposed transaction renders Alcentra unable to comply with Commission requirements, in each case under circumstances that would make it unduly burdensome to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the independent members of the Board of Directors of Alcentra shall have determined in good faith, after the advice of counsel, that Alcentra is required by law, rule or regulation, or that it is in the best interests of Alcentra, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of: (A) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the prospectus; (B) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (C) to update the prospectus included in the Registration Statement in accordance with Section 10(a)(3) of the Securities Act. (b) In the event that Alcentra suspends sales of the Registrable Shares pursuant to clause (a) above (a “Suspension Event”), no such suspension shall last for more than an aggregate of ninety (90) days in any rolling twelve (12) month period or for more than an aggregate of sixty (60) days in any rolling ninety (90) day period, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective provided that Alcentra shall have used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. Upon the occurrence of any such suspension, Alcentra shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) Upon the occurrence of a Suspension Event, Alcentra shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares pursuant to the Registration Statement and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and Alcentra is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from Alcentra and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees to keep confidential the fact that Alcentra has issued a Suspension Notice and the contents thereof. If so directed by Alcentra, each Holder will deliver to Alcentra all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from Alcentra, which End of Suspension Notice shall be given by Alcentra to the Holders in the manner described above promptly following the conclusion of any Suspension Event.

Suspension of Offering. (a) Subject to the provisions of this Sxxxxxx 0Section 5, Xxxxxxxx Harvest shall have the right, but not the obligation, from time to time to suspend the use of the Registration Statement, following the effectiveness of a Registration Statement (and the filings with any federal or state securities commissions). AlcentraHarvest, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares Units pursuant to a Registration Statement for such times as Alcentra Harvest reasonably may determine is necessary and advisable if any of the following events occur: (i) a primary Underwritten Offering by Alcentra Harvest where Alcentra Harvest is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares Units pursuant to the Registration Statement would have a material adverse effect on such primary Underwritten Offering; (ii) a majority of the independent members of the Board of Directors of Alcentra Harvest shall have determined in good faith that (A) the offer or sale of any Registrable Shares Units pursuant to the Registration Statement would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving AlcentraHarvest; (B) after the advice of counsel, the sale of the Registrable Shares Units pursuant to the Registration Statement would require the disclosure of non-public material information not otherwise required to be disclosed under applicable law; and (C) either (1) Alcentra Harvest has a bona fide business purpose for preserving confidentiality of the proposed transaction or information, (2) disclosure would have a material adverse effect on Alcentra Harvest or its ability to consummate the proposed transaction or (3) the proposed transaction renders Alcentra Harvest unable to comply with Commission requirements, in each case under circumstances that would make it unduly burdensome to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the independent members of the Board of Directors of Alcentra Harvest shall have determined in good faith, after the advice of counsel, that Alcentra Harvest is required by law, rule or regulation, or that it is in the best interests of AlcentraHarvest, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of: (A) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the prospectus; (B) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (C) to update the prospectus included in the Registration Statement in accordance with Section 10(a)(3) of the Securities Act. (b) In the event that Alcentra Harvest suspends sales of the Registrable Shares Units pursuant to clause (a) above (a “Suspension Event”), no such suspension shall last for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the date of the Initial Closing or for more than an aggregate of sixty (60) days in any rolling ninety (90) day period, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective provided that Alcentra Harvest shall have used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. Upon the occurrence of any such suspension, Alcentra Harvest shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Units as soon as possible. (c) Upon the occurrence of a Suspension Event, Alcentra Harvest shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares Units pursuant to the Registration Statement and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and Alcentra Harvest is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares Units pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from Alcentra Harvest and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees to keep confidential the fact that Alcentra Harvest has issued a Suspension Notice and the contents thereof. If so directed by AlcentraHarvest, each Holder will deliver to Alcentra Harvest all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering the Registrable Shares Units at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares Units pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from AlcentraHarvest, which End of Suspension Notice shall be given by Alcentra Harvest to the Holders in the manner described above promptly following the conclusion of any Suspension Event.

Suspension of Offering. (a) Subject to the provisions of this Sxxxxxx 0Section 7, Xxxxxxxx the Company shall have the right, but not the obligation, from time to time to suspend the use of the any Registration Statement, following the effectiveness of a such Registration Statement (and the filings with any federal or state securities commissions). AlcentraThe Company, by written notice to the HoldersStifel, may direct the Holders Stifel to suspend sales of the Registrable Shares Securities pursuant to a Registration Statement for such times as Alcentra the Company reasonably may determine is necessary and advisable if any of the following events occur: (i) a primary Underwritten Offering by Alcentra the Company where Alcentra the Company is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on such primary Underwritten Offering; (ii) a majority of the independent members of the Board of Directors of Alcentra the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares Securities pursuant to the Registration Statement would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving Alcentrathe Company; (B) after the advice of counsel, the sale of the Registrable Shares Securities pursuant to the Registration Statement would require the disclosure of non-public material information not otherwise required to be disclosed under applicable law; and (C) either (1) Alcentra the Company has a bona fide business purpose for preserving confidentiality of the proposed transaction or information, (2) disclosure would have a material adverse effect on Alcentra the Company or its ability to consummate the proposed transaction or (3) the proposed transaction renders Alcentra the Company unable to comply with Commission requirements, in each case under circumstances that would make it unduly burdensome to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the independent members of the Board of Directors of Alcentra the Company shall have determined in good faith, after the advice of counsel, that Alcentra the Company is required by law, rule or regulation, or that it is in the best interests of Alcentrathe Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of: : (A) reflecting in the prospectus Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the prospectusProspectus; (B) including in the prospectus Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (C) to update the prospectus Prospectus included in the Registration Statement in accordance with Section 10(a)(3) of the Securities Act. (b) In the event that Alcentra the Company suspends sales of the Registrable Shares Securities pursuant to clause (a) above (a “Suspension Event”), no such suspension shall last for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the date of the expiration of the lock-up period in connection with the IPO or for more than an aggregate of sixty (60) days in any rolling ninety (90) day period, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective provided that Alcentra the Company shall have used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. Upon the occurrence of any such suspension, Alcentra the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement, as applicable, so as to permit the Holders Stifel to resume sales of the Registrable Shares Securities as soon as possible. (c) Upon the occurrence of a Suspension Event, Alcentra the Company shall give written notice (a “Suspension Notice”) to the Holders Stifel to suspend sales of the Registrable Shares Securities pursuant to the Registration Statement and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and Alcentra the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder Stifel shall not effect any sales of the Registrable Shares Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from Alcentra the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder Stifel agrees to keep confidential the fact that Alcentra the Company has issued a Suspension Notice and the contents thereof. If so directed by Alcentrathe Company, each Holder Stifel will deliver to Alcentra the Company all copies, other than permanent file copies then in such HolderStifel’s possession, of the prospectus Prospectus covering the Registrable Shares Securities at the time of receipt of the Suspension Notice. The Holders Stifel may recommence effecting sales of the Registrable Shares Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from Alcentrathe Company, which End of Suspension Notice shall be given by Alcentra the Company to the Holders Stifel in the manner described above promptly following the conclusion of any Suspension Event.

Suspension of Offering. (a) Subject to the provisions of this Sxxxxxx 0Section 7, Xxxxxxxx the Company shall have the right, but not the obligation, from time to time to suspend the use of the any Registration Statement, following the effectiveness of a such Registration Statement (and the filings with any federal or state securities commissions). AlcentraThe Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares Securities pursuant to a Registration Statement for such times as Alcentra the Company reasonably may determine is necessary and advisable if any of the following events occur: (i) a primary Underwritten Offering by Alcentra the Company where Alcentra the Company is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on such primary Underwritten Offering; (ii) a majority of the independent members of the Board of Directors of Alcentra the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares Securities pursuant to the Registration Statement would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving Alcentrathe Company; (B) after the advice of counsel, the sale of the Registrable Shares Securities pursuant to the Registration Statement would require the disclosure of non-public material information not otherwise required to be disclosed under applicable law; and (C) either (1) Alcentra the Company has a bona fide business purpose for preserving confidentiality of the proposed transaction or information, (2) disclosure would have a material adverse effect on Alcentra the Company or its ability to consummate the proposed transaction or (3) the proposed transaction renders Alcentra the Company unable to comply with Commission requirements, in each case under circumstances that would make it unduly burdensome to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the independent members of the Board of Directors of Alcentra the Company shall have determined in good faith, after the advice of counsel, that Alcentra the Company is required by law, rule or regulation, or that it is in the best interests of Alcentrathe Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of: (A) reflecting in the prospectus Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the prospectusProspectus; (B) including in the prospectus Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (C) to update the prospectus Prospectus included in the Registration Statement in accordance with Section 10(a)(3) of the Securities Act. (b) In the event that Alcentra the Company suspends sales of the Registrable Shares Securities pursuant to clause (a) above (a “Suspension Event”), no such suspension shall last for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the date of the expiration of the lock-up period in connection with the IPO or for more than an aggregate of sixty (60) days in any rolling ninety (90) day period, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective provided that Alcentra the Company shall have used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. Upon the occurrence of any such suspension, Alcentra the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement, as applicable, so as to permit the Holders to resume sales of the Registrable Shares Securities as soon as possible. (c) Upon the occurrence of a Suspension Event, Alcentra the Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares Securities pursuant to the Registration Statement and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and Alcentra the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder shall effect any sales of the Registrable Shares Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from Alcentra the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees to keep confidential the fact that Alcentra the Company has issued a Suspension Notice and the contents thereof. If so directed by Alcentrathe Company, each Holder will deliver to Alcentra the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering the Registrable Shares Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from Alcentrathe Company, which End of Suspension Notice shall be given by Alcentra the Company to the Holders in the manner described above promptly following the conclusion of any Suspension Event.

Suspension of Offering. (a) Subject to the provisions of this Sxxxxxx 0Section 7, Xxxxxxxx the Company shall have the right, but not the obligation, from time to time to suspend the use of the any Registration Statement, following the effectiveness of a such Registration Statement (and the filings with any federal or state securities commissions), or to defer a Demand Registration pursuant to Section 2 of this Agreement. AlcentraThe Company, by written notice to the HoldersInvestor Representative, may direct the Holders Investors to suspend sales of the Registrable Shares Securities pursuant to a Registration Statement for such times as Alcentra the Company reasonably may determine is necessary and advisable if any of the following events occur: (i) a primary Underwritten Offering by Alcentra the Company where Alcentra the Company is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Shares Securities pursuant to the Registration Statement would have a material adverse effect on such primary Underwritten Offering; (ii) a majority of the independent members of the Company Board of Directors of Alcentra shall have determined in good faith that (A) the offer or sale of any Registrable Shares Securities pursuant to the Registration Statement would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving Alcentrathe Company; (B) after the advice of counsel, the sale of the Registrable Shares Securities pursuant to the Registration Statement would require the disclosure of non-public material information not otherwise required to be disclosed under applicable law; and (C) either (1) Alcentra the Company has a bona fide business purpose for preserving confidentiality of the proposed transaction or information, (2) disclosure would have a material adverse effect on Alcentra the Company or its ability to consummate the proposed transaction or (3) the proposed transaction renders Alcentra the Company unable to comply with Commission SEC requirements, in each case under circumstances that would make it unduly burdensome to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) a majority of the independent members of the Company Board of Directors of Alcentra shall have determined in good faith, after the advice of counsel, that Alcentra the Company is required by law, rule or regulation, or that it is in the best interests of Alcentrathe Company, to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of: (A) reflecting in the prospectus Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the prospectusProspectus; (B) including in the prospectus Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; or (C) to update the prospectus Prospectus included in the Registration Statement in accordance with Section 10(a)(3) of the Securities Act. (b) In the event that Alcentra the Company suspends sales of the Registrable Shares Securities pursuant to clause (a) above or defers a Demand Registration pursuant to Section 2 of this Agreement (each, a “Suspension Event”), no all such suspension suspensions or deferrals shall last for more than not exceed an aggregate of ninety (90) calendar days in any rolling twelve (12) month period or for more than commencing on the date of the expiration of the Lock-up Period nor exceed an aggregate of sixty (60) calendar days in any rolling ninety (90) calendar day period, except as a result of a refusal by the Commission SEC to declare any post-effective amendment to the Registration Statement effective provided that Alcentra the Company shall have used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. Upon the occurrence of any such suspension, Alcentra the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make use, or resumed use use, of the Registration Statement, as applicable, so as to permit the Holders Investors to resume make, or resume, sales of the Registrable Shares Securities as soon as possible. (c) Upon the occurrence of a Suspension Event, Alcentra the Company shall give written notice (a “Suspension Notice”) to the Holders Investor Representative to suspend sales of the Registrable Shares Securities by the Investors pursuant to the Registration Statement and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and Alcentra the Company is using its commercially reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. No Holder The Investors shall not effect any sales of the Registrable Shares Securities pursuant to such Registration Statement (or such filings) at any time after it the Investor Representative has received a Suspension Notice from Alcentra the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees The Investors agree to keep confidential the fact that Alcentra the Company has issued a Suspension Notice and the contents thereof. If so directed by Alcentrathe Company, each Holder will Investor shall deliver to Alcentra the Company all copies, other than permanent file copies then in such Holder’s Investors’ possession, of the prospectus Prospectus covering the Registrable Shares Securities at the time of receipt of the Suspension Notice. The Holders Investors may recommence effecting sales of the Registrable Shares Securities pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from Alcentrathe Company, which End of Suspension Notice shall be given by Alcentra the Company to the Holders Investor Representative in the manner described above promptly following the conclusion of any Suspension Event.