Suspension of Prospectus. Under any registration statement filed pursuant to Section 2 hereof, Parent may restrict the disposition of the Registrable Securities, and Seller will not be able to dispose of such Registrable Securities, if Parent shall have delivered a notice in writing to Seller stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statement. In the event of the delivery of the notice described above by Parent, Parent shall use its best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 90 days. Any such delay shall result in a corresponding extension of the period of time that Parent is required to maintain the effectiveness of the registration statement under Section 2.
Suspension of Prospectus. Each Investor acknowledges that there may occasionally be times when the Company determines, in good faith following consultation with its board of directors or a committee thereof, the use of the prospectus forming a part of the Registration Statement (the “Prospectus”) should be suspended until such time as an amendment or supplement to the Registration Statement or the Prospectus has been filed by the Company and any such amendment to the Registration Statement is declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the 1934 Act, provided that the Company shall use commercially reasonable efforts to lift such suspension. Each Investor hereby covenants that it will not sell any Shares or Warrant Shares pursuant to the Prospectus during the period commencing at the time at which the Company gives the Investor written notice of the suspension of the use of the Prospectus and ending at the time the Company gives the Investor written notice that the Investor may thereafter effect sales pursuant to the Prospectus. The Company may, upon written notice to the Investors, suspend the use of the Prospectus for no more than sixty (60) days in the aggregate; and provided further that no suspension shall occur until at least ten (10) trading days after the expiration of any previous suspension. The Company shall in no event be required to disclose the business purpose for which it has suspended the use of the Prospectus if the Company determines in its good faith judgment that the business purpose should remain confidential. Each Investor covenants to notify the Company promptly of the sale of any of its Shares or Warrant Shares, other than sales pursuant to the Registration Statement or sales upon termination of the transfer restrictions herein. Should the Company suspend the use of the Prospectus for more than sixty (60) days in the aggregate, the Company shall make compensatory payments to the Investor (each payment, a “Suspension Payment”), each Suspension Payment is (1) equal to 1% of the Purchase Price paid for the Shares (it being understood that in no event shall any payment hereunder accrue as to the Warrants or the Warrant Shares) purchased by the Investor and not previously sold by the Investor for each 30 day period during which the use of the Prospectus was suspended, pro rated by the number of days elapsed in the applicable 30 day period, and (2) payable to the Investor b...
Suspension of Prospectus. For not more than fifteen (15) consecutive days or for a total of not more than thirty (30) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement (and the termination) of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material nonpublic information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under such Registration Statement until the end of the Allowed Delay, and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.
Suspension of Prospectus. For not more than 45 consecutive days or for a total of not more than 90 days in any twelve month period, the Company may delay the disclosure of material non-public information concerning the Company by suspending the use of any prospectus included in any registration contemplated by this Section 4 containing such information, the disclosure of which at the time would be, in the good faith opinion of the Company, detrimental to the Company; provided, that the Company shall promptly (a) notify the Investor in writing of the existence of (but in no event, without the prior written consent of the Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to such delay, and (b) advise the Investor in writing to cease all sales under the registration statement until the end of such allowed delay. Any suspension under this Section 4.8, along with any deferral of a registration statement under Section 4.4 and any market standoff period under Section 4.18, shall not exceed an aggregate of 180 days in any twelve month period.
Suspension of Prospectus. Under any registration statement filed ------------------------ pursuant to Section 2 hereof, Parent may restrict disposition of Registrable Securities, and a Holder will not be able to dispose of such Registrable Securities, if Parent shall have delivered a notice in writing to such Holder stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined in good faith that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statement and that immediate disclosure of such information would be seriously detrimental to the Company. In the event of the delivery of the notice described above by Parent, Parent shall use its best efforts to amend such registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Parent to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed. Such right to delay sales of Registrable Securities shall not exceed 75 days in the aggregate and no longer than 30 days as to any single delay (any such period of delay herein referred to as a "blackout period"); after the registration statement is declared effective, no blackout period may be imposed during the 15-day period following the date of effectiveness or the termination date of the last blackout period; and in the event of any delay by Parent of sales of Registrable Securities as permitted by this Section 4, there shall be a corresponding day for day extension of the 180-day period set forth in clause (B) in the first sentence of Section 2(b) above.
Suspension of Prospectus. Each Holder will be required to notify Parent in writing at least two (2) business days prior to a disposition of Registrable Securities pursuant to the Registration Statement of his or her intent to dispose of such Registrable Securities. At any time within such two (2) business day period, Parent may restrict disposition of such Registrable Securities, in which event such Holder will not be able to dispose of such Registrable Securities, provided that: (i) Parent shall have delivered a notice in writing to such Holder stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined that such sales would require public disclosure by Parent of material nonpublic information that Parent deems it advisable not to disclose; provided, however, that no such delay shall be imposed unless Parent shall equally prohibit during the period of such delay any sale of Parent's securities by all executive officers and directors of Parent; (ii) in the event of the delivery of the notice described in (i) above by Parent, Parent shall use its commercially reasonable efforts to amend the registration statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible after the conditions referred to in the notice have ceased to exist or have been disclosed; and (iii) Parent shall not restrict dispositions under (i) above for a period exceeding forty-five (45) days during any calendar quarter.
Suspension of Prospectus. Notwithstanding anything else in this Section 2, if, at any time during which a Prospectus is required to be delivered in connection with the sale of Registrable Securities, the Board of Directors of Pinnacle reasonably determines in good faith that a development has occurred or a condition exists as a result of which the Registration Statement or the Prospectus contains or incorporates by reference a material misstatement or omission, the correction of which would require the premature disclosure of confidential information that would, in the good faith determination of the Board of Directors, materially and adversely affect Pinnacle, Pinnacle will immediately notify the Holders thereof by telephone and in writing. Upon receipt of such notification, Holders will immediately suspend all offers and sales of any Registrable Securities pursuant to the Registration Statement for a period not to exceed 30 days. Pinnacle may not exercise this delay right more than twice in any 12-month period. In the event of the delivery of the notice described above by Pinnacle, Pinnacle shall use its best efforts to amend such Registration Statement and/or amend or supplement the related prospectus if necessary and to take all other actions necessary to allow the proposed sale to take place as promptly as possible, subject, however, to the right of Pinnacle to delay further sales of Registrable Securities until the conditions or circumstances referred to in the notice have ceased to exist or have been disclosed.
Suspension of Prospectus. Under any registration statement filed hereof, Parent may restrict disposition of Registrable Securities, and a Holder will not be able to dispose of such Registrable Securities, if Parent shall have delivered a notice in writing to such Holder stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined that such sales would require public disclosure by Parent of material nonpublic information that is not included in such registration statement. Any such delay shall result in a corresponding extension of the period of time that Parent is required to maintain the effectiveness of the registration statement under Section 2. Without limiting the foregoing, no Holder shall be permitted to dispose of any Registrable Securities during any period when officers, directors, or employees of Parent are precluded from buying or selling Parent's securities under the terms of Parent's xxxxxxx xxxxxxx policy as then in effect.
Suspension of Prospectus. Each Holder will be required to notify Parent in writing at least two (2) business days prior to a disposition of Registrable Securities pursuant to the Registration Statement of his or her intent to dispose of such Registrable Securities. At any time within such two (2) business day period, Parent may restrict disposition of such Registrable Securities, in which event such Holder will not be able to dispose of such Registrable Securities, provided that: (i) Parent shall have delivered a notice in writing to such Holder stating that a delay in the disposition of such Registrable Securities is necessary because Parent, in its reasonable judgment, has determined that such sales would require public disclosure by Parent of material nonpublic information that Parent deems it advisable not to disclose; provided, however, that no such delay shall be imposed unless Parent shall equally prohibit during the period of such delay any sale of Parent's securities by all executive officers and directors of Parent and by all other holders of the Company's restricted stock covered by resale registration statements; (ii) in the event of the delivery of the notice described in (i) above by Parent, Parent shall use its
Suspension of Prospectus. 43 10.5 Expenses....................................................... 43 10.6 Indemnification................................................ 44 10.7 Limitation on Assignment of Registration Rights................ 45 ARTICLE XI. TERMINATION.............................................. 46
