Suspension of Registration Rights. (a) Notwithstanding anything to the contrary herein, if the Company shall at any time furnish to the Holders a certificate signed by any of its authorized officers (a “Suspension Notice”) stating that the Company is engaged in a material merger, acquisition or sale, or a pending material financing, material corporate reorganization or other material corporate transaction, and the Board of Directors of the Company determines, in good faith and by appropriate resolution after consultation with its outside counsel, that the filing of the Mandatory Registration Statement would require additional disclosure of material information that would be materially detrimental to the Company, then the right of the Holders to require the Company to file the Mandatory Registration Statement shall be suspended for a period (a “Black Out Period”) of not more than sixty (60) days in the aggregate in any three hundred and sixty (360) consecutive-day period (and no more than ten (10) consecutive Business Days in any three hundred and sixty (360) consecutive day period).
(b) Notwithstanding anything to the contrary in this Section 2.11, the Company shall not impose any Black Out Period in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers.
(c) If the public announcement of the applicable material transaction or material, nonpublic information is made during a Black Out Period, then the Black Out Period shall terminate without any further action of the parties and the Company shall immediately notify the Holders of such termination.
Suspension of Registration Rights. The right of any Holder to request registration of shares as provided in this Section 10 shall be suspended during any period of time that all of the Registrable Securities held and entitled to be held (as a result of conversion pursuant to Section 2.5 of this Agreement) by the Lender may immediately be sold under SEC Rule 144.
Suspension of Registration Rights. (a) Notwithstanding anything to the contrary herein, if the Company shall at any time furnish to the Stockholder a certificate signed by any of its authorized officers (a “Suspension Notice”) stating that:
(i) the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Company Board, after consultation with its outside counsel, materially and adversely affect the Company; or
(ii) the Company Board has made the good faith determination (after consultation with counsel and including, without limitation, recurring earnings blackout periods established by the Company Board or a designated committee thereof (“Scheduled Earnings Blackouts”)) (i) that use or continued use of any proposed or effective Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such Registration Statement (or the prospectus relating thereto) of material, non-public information (without disclosing the specific material, non-public information, unless the Stockholder specifically requests in writing to receive such material, non-public information), (ii) that such premature disclosure would not be in the best interest of the Company and (iii) that it is therefore essential to defer the filing or to suspend the use of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Investors to require the Company to file any Registration Statement or, after the filing thereof, use any Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (a “Black Out Period”) of not more than (i) with respect to any Company Affiliate, 180 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or a Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out), (ii) with respect to any Company Non-Affiliate, 90 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the ca...
Suspension of Registration Rights. Except as set forth in subparagraph (b) below, no Holder may request Registration pursuant to Section 8.03 at any time that all Registrable Securities held by such Holder may immediately be sold under Rule 144 during any 90-day period, provided, however, that the foregoing shall not be applicable in the case of any Holder who owns more than 2% of the outstanding Common Stock of the Company.
Suspension of Registration Rights. The registration rights granted pursuant to Sections 2 hereof shall not be exercisable by the Holder during the period in which the Holder has the ability to sell all of the Registrable Securities held by the Holder under Rule 144 or Rule 144A during a single ninety (90) day period.
Suspension of Registration Rights a. From the Commencement Date until the termination of the Purchase Agreement, the Company from time to time may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion 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 Registration Statement or 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 light of the circumstances under which they were made, not misleading (a “Black Out Period”).
b. In the event that the Company determines that there is a need for a Black Out Period and if the Black Out Period continues for more than 30 consecutive days, the Company shall pay to the Investor an amount in cash equal to the product of 0.000167, multiplied by the Commitment Amount for each day of a Black Out Period in excess of 30 consecutive days (the “Black Out Fee”) on or before 10 Business Days following the termination of the Black Out Period. For the purposes of this section, the Black Out Fee shall be calculated based on the period of calendar days beginning on the date of the Company’s notification to the Investor to suspend use of a Registration Statement pursuant to Section 10(a) of this Agreement, and ending on the date of notification of the termination of the Black Out Period pursuant to Section 10(c) of this Agreement.
c. The Company shall not impose any Black Out Period in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition, the Company shall not deliver any Purchase Notice during any Black Out Period. If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminate one Business Day after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period.
Suspension of Registration Rights. Notwithstanding the provisions of Section 2.4, the Company’s obligation to file a registration statement, or cause such registration statement to become and remain effective, shall be suspended for a period not to exceed 120 days (in the case of a registration statement on Form S-1) or 90 days (in the case of a registration statement on Form S-3) in any 12-month period if the Company shall furnish to the Investors requesting such registration a certificate signed by the President of the Company stating either (i) that in the good faith judgment of the Company it would likely be detrimental to the Company or its stockholders (whether due to a potential adverse effect on a pending transaction or otherwise) for a registration statement to be filed in the near future or (ii) that there exists at the time material non-public information relating to the Company which, in the reasonable opinion of the Company, should not be disclosed.
Suspension of Registration Rights. The provisions of this Article III shall be suspended, and no rights of Reuters pursuant to this Article III may be exercised, for so long as the Registration Rights Agreement is in effect.
Suspension of Registration Rights. Provided that (i) the Company has previously closed a firm commitment public offering of the Common Stock of the Company pursuant to a registration statement on Form S-1, filed with, and declared effective by, the SEC pursuant to the 1933 Act and (ii) there then exists an active public trading market for the Company's Common Stock, the registration rights contained in this Section 7 shall be suspended as to any Holder who: (a) (i) is legally able to sell all such Holder's Registrable Securities to the public without registration in two (2) consecutive three (3) month periods pursuant to the provisions of Rule 144 promulgated under the 1933 Act and (ii) owns less than (2%) of the Company's outstanding Common Stock, calculated as provided in this Section 7.12. In calculating the amount of Common Stock held by such Holder and the total amount of Common Stock outstanding for purposes of this Section 7.12, there shall be deemed outstanding all shares of the Company's Common Stock issuable on conversion, exchange or exercise of any outstanding securities of the Company.
Suspension of Registration Rights. Notwithstanding any other provision of this Section 2, the Company shall have the right at any time to require that all Holders suspend further open market offers and sales of Registrable Securities for a period not to exceed ninety (90) days, if, in the reasonable judgment of the Company after consultation with counsel, there is in existence material undisclosed information or events with respect to the Company, the disclosure of which would be seriously detrimental to the Company (the “Suspension Right”); provided, however, that the Company shall not exercise this Suspension Right more than once in any twelve (12) month period; and further provided, that the Company shall not exercise this Suspension Right within the first 90 days following the effective date of the Registration Statement without consultation with, and approval from, the Holders. In the event the Company exercises the Suspension Right, such suspension will continue for the period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Company or until such time as the information or event is no longer material, each as determined in good faith by the Company after consultation with counsel, but in no event shall any single suspension continue for more than 90 consecutive days. The Company will promptly give notice, in a writing signed by an executive officer of the Company of any such suspension (the “Suspension Notice”). The Company agrees to notify the Holders promptly upon termination of the suspension (the “Resumption Notice”).
