Suspension of Registration Statement. Anything in this Agreement to the contrary notwithstanding, it is understood and agreed that the Company shall not be required to keep any shelf registration effective or useable for offers and sales of the Registrable Securities, file a post effective amendment to a shelf registration statement or prospectus supplement or to supplement or amend any registration statement, if (A) the Registration Statement, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in any of the foregoing contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they are made; (B) the Company is in possession of material information that it deems advisable not to disclose in a Registration Statement; (C) the Company has determined to proceed with a public offering of its equity securities and, in the judgment of the managing underwriter thereof or the Company (if such offering is not underwritten), sales under the Registration Statement would have a material adverse effect on such offering; or (D) the Company is engaged in any program for the purchase of shares of its own Common Stock, unless such repurchase program and the requested sale may proceed concurrently pursuant to an exemption under the Commission's Regulation M or any other applicable exemption (it being understood that, to the extent consistent with any such program, the Company will use commercially reasonable efforts to make an exemption available to the beneficiaries of these registration rights (the "BENEFICIARIES") or to otherwise open up a sufficient window period under Regulation M to enable the Beneficiary to obtain the liquidity it desires hereunder). The Company shall provide notice of any such suspension to the Warburg Group Director, or if there is then no Warburg Group Director, to Warburg and each Beneficiary in accordance with Section 8.03 of this Agreement. Upon receipt by a Beneficiary of notice of an event of the kind described in this Section 1, such Beneficiary shall forthwith discontinue such Beneficiary's disposition of Registrable Securities until the Company has provided notice that such disposition may continue and of any supplemented or amended prospectus indicated in such notice. The Company agrees that any period in which sales, transfers or dispositions must be discontinu...
Suspension of Registration Statement. If subsequent to -------------------------------------- any Closing, the Registration Statement is suspended, other than due to the acts of the Investor or the Placement Agent, for any period exceeding twenty trading days (20) days, the Company shall pay an amount equal to two percent (2 %) of the Purchase Price of all Common Stock held by the Investor, purchased pursuant to this Agreement for each twenty trading day (20) day period or portion thereof; provided, however, that the Company shall not be required to pay such -------- ------- amount to the Investor in connection with any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post-effective amendment is declared effective by the SEC.
Suspension of Registration Statement. (a) During the Commitment Period and notwithstanding anything to the contrary herein or in the Registration Rights Agreement, the Company from time to time may suspend the use of a 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) During such Black Out Period, the Investor agrees not to sell any shares of Common Stock of the Company pursuant to such Registration Statement.
(c) The Company shall not impose any Black Out Period that is longer than 30 days or 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 Put 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 immediately after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period.
Suspension of Registration Statement. The Company shall be permitted to suspend the effectiveness of any Registration Statement hereunder if (i) the Company provides at least 10 days' prior written notice to the Pequot Stockholders of the Company's intention to make a public offering of its Common Stock within 30 days of such notice, other than a Registration Statement filed pursuant to Section 3 hereof or (ii) a merger, acquisition, business combination or other similar transaction has been proposed and is being actively considered by the Company and notice of the same is provided to the Pequot Stockholders. Notwithstanding anything to the contrary in this Section 12, the Company shall not be permitted to suspend the effectiveness of any Registration Statement hereunder for more than 30 consecutive days at any one time or more than 60 days in any 12-month period.
Suspension of Registration Statement. Notwithstanding anything to the contrary in this Section 2, the Company may, by delivering written notice to the Holders, defer and suspend the filing of any Registration Statement covering Transfer Restricted Securities at any time if (i) the Company is in possession of material non-public information, (ii) the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) the Company determines in good faith that disclosure of such material non-public information would have a material adverse effect on the Company and its stockholders; provided, however, that upon the public disclosure by the Company of the material non-public information described in clause (i) of this paragraph, the suspension of the filing of the Registration Statement pursuant to this Section 2(c) shall cease and the Company shall promptly comply with Section 3(b) hereof. In no event shall any suspension of the filing of a Registration Statement pursuant to Section 2(c) exceed sixty (60) days or occur more than three (3) times in any twelve (12) month period.
Suspension of Registration Statement. Upon written notice to the Purchaser, the Seller may suspend the use of any prospectus used in connection with the Registration Statement if the Board of Directors of the Seller determines in good faith based upon advice of counsel that the use of the prospectus would be misleading because of material non-public information known to the Seller and disclosure of which is determined by the Board of Directors to be materially detrimental to the Seller and is not otherwise required by law; provided, however, that the Seller may utilize this provision only once in any twelve (12) month period and any such suspension shall not exceed forty-five (45) calendar days. The Seller will use its reasonable best efforts to cause any such suspension to terminate at the earliest possible date.
Suspension of Registration Statement. Notwithstanding Section 2.1 hereof, Parent shall be entitled to suspend the offering under the Registration Statement (each such period a “Suspension Period”), if Parent’s Board of Directors determines, in good faith, that it is in the best interest of Parent and its stockholders to defer disclosure of certain material non-public information and that, during such periods, sales of Registrable Securities and the effectiveness of the Registration Statement should be suspended or delayed; provided, however, that Parent may not suspend or withdraw the Registration Statement more than twice in any twelve month period or for more than thirty (30) days in the aggregate in any twelve month period. Upon receipt of any notice from Parent of the happening of any event during the period the Registration Statement is effective that is of a type specified in the preceding sentence or as a result of which the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Holder agrees that (a) it will not sell any Registrable Securities pursuant to the Registration Statement until such Holder receives a notice from Parent that the misstatement(s) or omission(s) referred to above have been corrected and receives notice that any post-effective amendment has become effective or unless otherwise notified by Parent, and (b) such Holder will maintain the confidentiality of any information included in the notice delivered by Parent.
Suspension of Registration Statement. Notwithstanding Section 2(b), the Company may suspend the Registration Statement after effectiveness in the event that:
(i) there is an occurrence which causes the prospectus included in the Registration Statement, as then in effect, to contain any untrue statement of a material fact or to omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances then existing; or
(ii) the Company is engaged in any activity, transaction or any preparations or negotiations for any activity or transaction that the Company has a bona fide business purpose to keep confidential and the Company determines that the public disclosure requirements imposed on the Company under the Securities Act in connection with such Registration Statement would require the disclosure of such activity, transaction, preparations or negotiations; provided, however, that the Company shall promptly notify the Investors of the foregoing determination to suspend the Registration Statement (but without necessarily specifying the basis for such determination). If the Company suspends the Registration Statement pursuant to this Section 2(c), the Company shall, as promptly as practicable following the termination of the circumstance entitling the Company to do so, take such actions as may be necessary to reinstate the effectiveness of the Registration Statement. If, as a result thereof, the prospectus included in such Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall deliver to each Investor such amended prospectus.
Suspension of Registration Statement. There are no orders suspending the effectiveness of any registration statement filed by the Parent under the Securities Act or the Exchange Act and, to the Parent’s knowledge, no proceedings for that purpose have been initiated or threatened by the Securities and Exchange Commission.
Suspension of Registration Statement. Upon written notice given to the applicable Selling Shareholder, each Issuer may elect (i) to delay the filing of a registration statement pursuant to Section 2 or Section 3 hereof, or (ii) to suspend the use of the prospectus forming part of its Registration Statement for periods that do not, in the aggregate (including both suspensions under (i) and (ii)), exceed 90 days in each twelve-month period (each such period is hereinafter referred to as a "Suspension Period") as a result of business developments or other transactions involving the Issuer the existence of which in the sole discretion of the Issuer would make its Registration Statement inaccurate or misleading in any material respect. Each Selling Shareholder hereby covenants that it will not sell any Registrable Securities pursuant to said prospectus during the period commencing at the time at which the Issuer gives the Selling Shareholder written notice of such suspension and ending at the earliest to occur of the following: (i) the time that the Issuer gives such Selling Shareholder written notice that such Selling Shareholder may thereafter effect sales pursuant to said prospectus; or (ii) the completion of the applicable Suspension Period. The Period referred to in Section 3(b)(i) above shall be extended for a period of time equal to the aggregate of all Suspension Periods.
