Common use of Suspension of Registration Requirement Clause in Contracts

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement and shall promptly notify each Holder of any such withdrawal. (b) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 2 hereof agrees, if requested by the Company in the case of a Company-initiated non-underwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement (or any security the value of which is determined with reference to the value of such securities), including a sale pursuant to Rule 144A or Rule 144 under the Securities Act (except as part of such Company-initiated registration), during the 15 day period prior to, and during the 90-day period beginning on the date of effectiveness of each such Registration Statement; provided, however, that such 90-day period shall be extended by the number of days from (and including) the date of any notice pursuant to Section 2(d) or (e) hereof to (and including) the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2(e) hereof.

Suspension of Registration Requirement. (a) The Company shall promptly notify each the Holder of of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement and shall promptly notify each Holder of any such withdrawalat the earliest possible moment. (b) Each holder of Registrable Shares whose Registrable Shares are covered by a Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement filed and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed ninety (90) days. Immediately upon receipt by the Holder of notice of a Suspension Event, the Holder shall cease to offer or sell any Registrable Securities pursuant to Section 2 hereof such Registration Statement, cease to deliver or use such Registration Statement and, if so requested by the Company, return to the Company, at his expense, all copies (other than permanent file copies) of such Registration Statement. (c) The Holder agrees, if requested by the Company in the case of a Company-initiated non-underwritten nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in a Company-initiated an underwritten offeringoffering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement (or any security the value of which is determined with reference to the value of such securities)Offering, including a sale pursuant to Rule 144A 144 or Rule 144 144A under the Securities Act (except as part of such Company-initiated registrationOffering), during the 15 15-day period prior to, and during the 90-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on on, the date of effectiveness pricing of each such Registration Statement; providedOffering, however, that such 90-day period shall be extended to the extent timely notified in writing by the number of days from (Company or the managing underwriters. Furthermore, notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to cause a Registration Statement and including) the date of any notice pursuant filings with any state securities commission to Section 2(d) be made or (e) hereof to (and including) the date when each seller of Registrable Shares covered by become effective or to amend or supplement such Registration Statement shall be suspended in the event and during such period as the Company is proceeding with an Offering if the Company is advised by the underwriters that the sale of shares of Registrable Securities under such Registration Statement would have received a material adverse effect on the copies of the supplemented or amended Prospectus contemplated by Section 2(e) hereofOffering.

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the any Registration Statement or the initiation of any proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the any such Registration Statement and shall promptly notify each Holder of any such withdrawalat the earliest possible moment. (b) Each holder of Registrable Shares whose Registrable Shares are covered by Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use all reasonable efforts to cause a Registration Statement filed pursuant and any filings with any state securities commission to Section 2 hereof agreesbecome or remain effective or to amend or supplement a Registration Statement shall be suspended in the event and during such period as circumstances exist (including without limitation (i) pending negotiations relating to, if requested or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with the Securities Act and the rules and regulations promulgated by the SEC thereunder); and (ii) in the case of a Company-initiated non-underwritten offering or if requested Company Registration, if, and to the extent that, the Company is advised by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public that sale or distribution of any of the securities of the Company of any class included in such Registration Statement (or any security the value of which is determined with reference to the value of such securities), including a sale pursuant to Rule 144A or Rule 144 under the Securities Act (except as part of such Company-initiated registration), during the 15 day period prior to, and during the 90-day period beginning on the date of effectiveness of each such Registration Statement; provided, however, that such 90-day period shall be extended by the number of days from (and including) the date of any notice pursuant to Section 2(d) or (e) hereof to (and including) the date when each seller of Registrable Shares covered by (except for those Registrable Shares included in the Company Registration) would have a material adverse effect on the offering (such circumstances being hereinafter referred to as a "SUSPENSION EVENT")) that would make it impractical or inadvisable to cause the Registration Statement or such filings to become effective or to amend or supplement the Registration Statement, but such suspension shall have received the copies continue only for so long as such event or its effect is continuing. The Company shall notify each Holder of the supplemented or amended Prospectus contemplated by existence and, in the case of circumstances referred to in clause (i) of this Section 2(e) hereof7(b), nature of any Suspension Event.

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement with respect to such Holder's Registrable Shares or the initiation of any proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as soon as reasonably practicable (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to cause a Registration Statement and any filings with any state securities commission to become effective or to amend or supplement a Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that the sale of Registrable Shares under the Registration Statement and would impair the pricing or commercial practicality of the primary offering or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to become effective or to amend or supplement the Registration Statement, but such suspension shall promptly continue only for so long as such event or its effect is continuing. The Company shall notify each Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7(b), nature of any such withdrawalSuspension Event. (bc) Each holder Holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 2 hereof 3 agrees, if requested by the Company in the case of a Company-initiated non-underwritten nonunderwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement (or any security the value of which is determined with reference to the value of such securities)Company, including a sale pursuant to Rule 144A 144 or Rule 144 144A under the Securities Act (except as part of such Company-initiated registration)Act, during the 15 15-day period prior to, and during the 9060-day period beginning on on, the date of effectiveness commencement of each Company-initiated offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that such 9060-day period shall be extended by the number of days from (and including) including the date of the giving of any notice pursuant to Section 2(d) or (e3(e)(ii) hereof to (and including) including the date when each seller Holder of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2(e3(e)(ii) hereof.

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of of, and confirm in writing, the issuance by the SEC Commission of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement and shall promptly notify each Holder of any such withdrawalas soon as practicable. (b) Each holder of Registrable Shares whose Registrable Shares are covered by Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to cause a Registration Statement and any filings with any state securities commission to be filed pursuant or to Section 2 hereof agreesbecome effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, if requested or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the case of Registration Statement or such filing (such circumstances being hereinafter referred to, along with the circumstances described in Section 8(a) above, as a Company-initiated non-underwritten offering "Suspension Event") that would make it impractical or if requested unadvisable as reasonably determined by the managing underwriter Company in good faith to cause the Registration Statement or underwriters such filings to be filed or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in a Company-initiated underwritten offering, no event will such suspension exceed ninety (90) days. The Company agrees not to effect any public sale or distribution of any of exercise the securities of the Company of any class included rights set forth in such Registration Statement (or any security the value of which is determined with reference to the value of such securities), including a sale pursuant to Rule 144A or Rule 144 under the Securities Act (except as part of such Company-initiated registration), during the 15 day period prior to, and during the 90-day period beginning on the date of effectiveness of each such Registration Statement; provided, however, that such 90-day period shall be extended by the number of days from (and includingthis Section 8(b) the date of any notice pursuant to Section 2(d) or (e) hereof to (and including) the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2(e) hereof.more than

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose. Each Holder agrees not The Company shall use its best efforts to effect any sales from prevent the date of such notice until the Company obtains the withdrawal issuance of any such stop order suspending the effectiveness of the a Registration Statement. The Company shall Statement and if one is issued use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the a Registration Statement and shall promptly notify each Holder of any such withdrawalat the earliest possible moment. (b) Each holder of Registrable Shares whose Registrable Shares are covered by Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use its best efforts to cause a Registration Statement filed pursuant and any filings with any state securities commission to become effective or to amend or supplement a Registration Statement shall be suspended, for one or more periods not to exceed the period described in Section 2 hereof 9 below, in the event and during such period as unforeseen circumstances exist (including, without limitation, (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that the sale of shares under the Registration Statement would have a material adverse effect on the primary offering or (ii) the Company has been advised by legal counsel that pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in a Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or inadvisable to cause a Registration Statement or such filings to become effective or to amend or supplement a Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing and in no event will that suspension exceed 60 days. The Company shall notify each Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7(b), of the nature of any Suspension Event. (c) Subject to the terms of Section 9 below, each Holder agrees, if requested by the Company in the case of a Company-initiated non-underwritten offering or if requested by the managing underwriter or underwriters in an underwritten offering (each, a Company-initiated underwritten offering"Company Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such a Registration Statement (or any security the value of which is determined with reference to the value of such securities), including a sale filed pursuant to Rule 144A or Rule 144 under the Securities Act (except as part of such Company-initiated registration), Section 2 hereof during the 15 15-day period prior to, and during the 90-day period beginning on following the date of effectiveness of each such Registration Statementthe relevant registration statement in connection with a Company Offering, to the extent timely notified in writing by the Company or the managing underwriters (an "Offering Blackout Period"); provided, however, that such all directors and officers of the Company and all 1% or greater stockholders of the Company enter into contractual lock-up or similar agreements restricting the sale of Common Stock owned by them for the same period. Such 90-day period shall be extended by the number of days from (and including) including the date of the giving of any notice pursuant to Section 2(d2(e) or (ef) hereof to (and including) including the date when each seller a Holder of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus prospectus contemplated by Section 2(e2(f) hereof. Notwithstanding the foregoing, this Subsection 7(c) shall not prohibit sales of Shares by a Holder or in a private resale not pursuant to a Resale Registration Statement or through a securities exchange or market maker; provided, that the purchaser in any such private resale shall agree in writing to be subject to such restrictions for the remaining portion of such period that would otherwise apply to the Holder.

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement and shall promptly notify each Holder of any such withdrawalas soon as practicable. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed ninety (90) days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period. In the event any Holder requests registration during a Suspension Event, the Company shall notify the Holder of the existence of such Suspension Event. (c) Each holder of Registrable Shares whose Registrable Shares are covered by a the Registration Statement filed pursuant to Section 2 1 hereof agrees, if requested by the Company in the case of a Company-initiated non-underwritten nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in a Company-initiated an underwritten offeringoffering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement (or any security the value of which is determined with reference to the value of such securities)Offering, including a sale pursuant to Rule 144A 144 or Rule 144 144A under the Securities Act (except as part of such Company-initiated registrationOffering), during the 15 15-day period prior to, and during the 90-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on on, the date of effectiveness pricing of each such Registration Statement; providedOffering, however, that such 90-day period shall be extended to the extent timely notified in writing by the number of days from (Company or the managing underwriters. Furthermore, notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use reasonable efforts to cause the Registration Statement and including) any filings with any state securities commission to be made or to become effective or to amend or supplement the date of any notice pursuant to Section 2(d) or (e) hereof to (and including) the date when each seller of Registrable Shares covered by such Registration Statement shall be suspended in the event and during such period as the Company is proceeding with an Underwritten Offering if the Company is advised by the underwriters that the sale of Shares under a Registration Statement would have received a material adverse effect on the copies of the supplemented or amended Prospectus contemplated by Section 2(e) hereofUnderwritten Offering.

Suspension of Registration Requirement. (a) The Company Each Holder shall promptly notify each Holder not effect any sales of the issuance by the SEC of any stop order suspending the effectiveness of Shares pursuant to the Registration Statement after such Holder has received notice from the Company to suspend sales as a result of the occurrence or the initiation existence of any proceedings for Suspension Event (as defined in Section 6(b) below) until the Company provides notice to such Holder that purposeall Suspension Events have ceased to exist. Each In addition, each Holder agrees shall not to effect any sales of Shares pursuant to the Registration Statement after such Holder has received notice from the date Company to suspend sales because the Registration Statement, any Prospectus or any supplement thereto contains an untrue statement of 8 a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of such notice the circumstances under which they were made, not misleading, until the Company obtains notifies such Holder that the withdrawal of any such order suspending misstatement or omission has been corrected. (b) Notwithstanding anything to the effectiveness of contrary set forth in this Agreement, the Company's obligation to file the Registration Statement. The Company shall Statement and make any filings with any state securities authority, to use its best efforts to obtain the withdrawal of any order suspending the effectiveness of cause the Registration Statement and shall promptly notify each Holder of or any such withdrawal. (b) Each holder of Registrable Shares whose Registrable Shares are covered by a state securities filings to become effective, or to amend or supplement the Registration Statement filed pursuant or any state securities filings shall be temporarily suspended in the event of and during a Suspension Event. A "Suspension Event" shall exist at (i) any time that the Company is not eligible to Section 2 hereof agreesuse Form S-3 for the Registration Statement or (ii) such times as the Company determines that circumstances exist that make it impractical or inadvisable for the Company to file, if requested amend or supplement the Registration Statement or such filings or to cause the Registration Statement or such filings to become effective (such circumstances to include, without limitation, (A) the Company conducting an underwritten primary public offering and being advised by the Company in underwriters that the case sale of Shares under the Registration Statement would have a material adverse effect on the Company-initiated non-underwritten 's offering or if requested by (B) pending negotiations relating to, or consummation of, a transaction or the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution occurrence of some other event (1) where any of the foregoing would require disclosure under applicable securities laws of material information in the Company of any class included in such Registration Statement (or any security other document incorporated into the value Registration Statement by reference) or such state securities filings and (2) as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements). Suspension of which is determined with reference to the value of such securities), including a sale Company's obligations pursuant to Rule 144A this Section 6(b) shall continue only for so long as a Suspension Event or Rule 144 under the Securities Act (except as part of such Company-initiated registration), during the 15 day period prior to, and during the 90-day period beginning on the date of effectiveness of its effect is continuing. The Company shall notify each such Registration Statement; provided, however, that such 90-day period shall be extended by the number of days from (and including) the date of Holder promptly after any notice pursuant Suspension Event occurs or ceases to Section 2(d) or (e) hereof to (and including) the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2(e) hereofexist.

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement and shall promptly notify each Holder of any such withdrawalat the earliest possible moment. (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use its best efforts to cause the Registration Statement and any filings with any state securities commission to be made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 60 days. The Company agrees not to exercise the rights set forth in this Section 7(b) more than twice in any twelve month period and further agrees that the 60-day periods shall be non-consecutive. The Company shall notify the Holder of the existence of any Suspension Event. (c) Each holder of Registrable Shares whose Registrable Shares are covered by a Registration Statement filed pursuant to Section 2 1 hereof agrees, if requested by the Company in the case of a Company-initiated non-underwritten nonunderwritten offering (a "Nonunderwritten Offering") or if requested by the managing underwriter or underwriters in a Company-initiated an underwritten offeringoffering (an "Underwritten Offering," collectively with Nonunderwritten Offering, the "Offering"), not to effect any public sale or distribution of any of the securities of the Company of any class included in such Registration Statement (or any security the value of which is determined with reference to the value of such securities)Offering, including a sale pursuant to Rule 144A 144 or Rule 144 144A under the Securities Act (except as part of such Company-initiated registrationUnderwritten Offering), during the 15 15-day period prior to, and during the 9060-day period (or such longer period as may be required by the managing underwriter or underwriters) beginning on on, the date of effectiveness pricing of each such Registration Statement; providedOffering, however, that such 90-day period shall be extended to the extent timely notified in writing by the number of days from (and including) Company or the date of any notice pursuant to Section 2(d) or (e) hereof to (and including) the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2(e) hereofmanaging underwriters.

Suspension of Registration Requirement. (a) The Company shall promptly notify each the Holder of of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings Proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best efforts take such steps as are commercially reasonable to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement and shall promptly notify each Holder of any such withdrawalat the earliest possible moment. (b) Each holder Subject to the provisions of Registrable Shares whose Registrable Shares are covered by a Section 8(d), notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to cause the Registration Statement filed pursuant and any filings with any state securities commission to Section 2 hereof agreesbe made or to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period pending negotiations relating to, if requested or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the case Registration Statement or such filing (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to be made or to become effective or to amend or supplement the Resignation Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed sixty (60) days. The Company shall notify the Holder of a Company-initiated non-underwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution existence of any of the securities of the Company of any class included in such Registration Statement (or any security the value of which is determined with reference to the value of such securities), including a sale pursuant to Rule 144A or Rule 144 under the Securities Act (except as part of such Company-initiated registration), during the 15 day period prior to, and during the 90-day period beginning on the date of effectiveness of each such Registration Statement; provided, however, that such 90-day period shall be extended by the number of days from (and including) the date of any notice pursuant to Section 2(d) or (e) hereof to (and including) the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2(e) hereofSuspension Event.

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement with respect to such Holder's Registrable Shares or the initiation of any proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the such a Registration Statement and shall promptly notify each Holder of any such withdrawalat the earliest possible moment. (b) Each holder Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to use its best efforts to cause the Registration Statement and any filings with any state securities commission to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the Company if the Company is advised by the underwriters that the sale of Registrable Shares whose under the Registration Statement would impair the pricing or other commercial practicality of the primary offering or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a BONA FIDE business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable to cause the Registration Statement or such filings to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 90 days. The Company shall notify the Holders of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(b), nature of any Suspension Event. (c) Each Holder of Registrable Shares are covered by a Registration Statement filed pursuant to Section 2 hereof agrees, if requested by the Company in the case of a Company-initiated non-underwritten nonunderwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in such a Registration Statement (or any security the value of which is determined with reference to the value of such securities)Statement, including a sale pursuant to Rule 144A 144 or Rule 144 144A under the Securities Act (except as part of such Company-initiated registration), during the 15 15-day period prior to, and during the 9060-day period beginning on on, the date of effectiveness of each Company-initiated offering made pursuant to the registration statement relating to such Registration StatementCompany-initiated offering, to the extent timely notified in writing by the Company or the managing underwriters; providedPROVIDED, howeverHOWEVER, that such 9060-day period shall be extended by the number of days from (and including) including the date of the giving of any notice pursuant to Section 2(d3(f) or (eg) hereof to (and including) including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2(e3(g) hereof.

Suspension of Registration Requirement. (a) The Company shall promptly notify each Holder of of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement with respect to such Holder's Registrable Shares or the initiation of any proceedings for that purpose. Each Holder agrees not to effect any sales from the date of such notice until the Company obtains the withdrawal of any such order suspending the effectiveness of the Registration Statement. The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the such a Registration Statement and shall promptly notify each Holder of any such withdrawalas soon as reasonably practicable. (b) Each holder of Registrable Shares whose Registrable Shares are covered by Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to cause a Registration Statement filed pursuant and any filings with any state securities commission to Section 2 hereof agreesbecome effective or to amend or supplement a Registration Statement shall be suspended in the event and during such period as circumstances exist (including, if requested without limitation, pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the case of a Company-initiated non-underwritten offering Registration Statement or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offeringsuch filing, not as to effect any public sale or distribution of any of the securities of which the Company of any class included in has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) that would make it impractical or unadvisable to cause the Registration Statement or such filings to become effective or to amend or supplement the Registration Statement (or any security the value of which is determined with reference such circumstances being hereinafter referred to the value of such securitiesas a "Suspension Event"), including a sale pursuant to Rule 144A but such suspension shall continue only for so long as such event or Rule 144 under its effect is continuing. The Company shall notify each Holder of the Securities Act (except as part of such Company-initiated registration), during the 15 day period prior to, and during the 90-day period beginning on the date of effectiveness of each such Registration Statement; provided, however, that such 90-day period shall be extended by the number of days from (and including) the date existence of any notice pursuant to Section 2(d) or (e) hereof to (and including) the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2(e) hereofSuspension Event.