Common use of Suspension of Registration Statement Clause in Contracts

Suspension of Registration Statement. If, at any time when a registration statement effected pursuant to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the amendment or supplement to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determination, the Demand Party shall suspend sales of Registrable Securities pursuant to such registration statement and the Company shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier of (a) the date upon which such material information is disclosed to the public or ceases to be material or (b) 60 days after the Demand Party’s receipt of such written notice. If the Demand Party’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement shall not be counted for purposes of determining the number of registrations permitted under Section 2(a)(ii) hereof.

Suspension of Registration Statement. If, at any time when a registration statement effected pursuant to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company Corporation becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the amendment or supplement to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company Corporation has a bona fide business purpose for preserving as confidential and the Company Corporation provides the Demand Party KRH written notice thereof promptly after the Company Corporation makes such determination, the Demand Party KRH shall suspend sales of Registrable Securities pursuant to such registration statement and the Company Corporation shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier of (a) the date upon which such material information is disclosed to the public or ceases to be material or (b) 60 days after the Demand PartyKRH’s receipt of such written notice. If the Demand PartyKRH’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company Corporation thereafter extends the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement shall not be counted for purposes of determining the number of registrations permitted under Section 2(a)(ii) hereof.

Suspension of Registration Statement. IfAnything in this Agreement to the contrary notwithstanding, at it is understood and agreed that the Company shall not be required to keep any time when shelf registration effective or useable for offers and sales of the Registrable Securities, file a post effective amendment to a shelf registration statement effected pursuant or prospectus supplement or to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such supplement or amend any registration statement, as then if (A) the Registration Statement, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in effect, includes any of the foregoing contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances then existingunder 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 that the amendment or supplement to consistent with any such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which program, the Company has 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 bona fide business purpose for preserving as confidential and sufficient window period under Regulation M to enable the Company provides Beneficiary to obtain the Demand Party written notice thereof promptly after the Company makes such determination, the Demand Party shall suspend sales of Registrable Securities pursuant to such registration statement and the liquidity it desires hereunder). The Company shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier provide notice of (a) the date upon which any such material information is disclosed suspension to the public Warburg Group Director, or ceases if there is then no Warburg Group Director, to be material or (b) 60 days after 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 Demand Party’s receipt of kind described in this Section 1, such written notice. If the Demand Party’s Beneficiary shall forthwith discontinue such Beneficiary's disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless until the Company thereafter extends 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 discontinued as a result of a given occurrence of a circumstance referred to in the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement preceding sentence shall not be counted for purposes of determining exceed 60 days, and shall not exceed 120 days in the number of registrations permitted under Section 2(a)(ii) hereofaggregate over any 12-month period.

Suspension of Registration Statement. IfThe Purchaser (and any subsequent Holder) agrees, at by exercise of the Warrant, upon receipt of notice (a "Suspension Notice") by the Company (i) of the issuance by the SEC of any time when a registration statement effected pursuant to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered stop order suspending the effectiveness of the Registration Statement under the Securities Act within or of the appropriate period mentioned suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in Section 2(d)(iiany jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or (i) hereunder, of the Company becomes aware existence of any fact or the happening of any event that the prospectus included in such registration statement, as then in effect, includes an untrue makes any statement of a material fact made in the Registration Statement, the prospectus contained therein, any amendment or omits supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to state a material fact required to be stated therein or necessary changes in the Registration Statement in order to make the statements therein not misleading misleading, or that requires the making of any additions to or changes in the prospectus in order to make the statements therein, in the light of the circumstances then existingunder which they were made, to the extent that the amendment or supplement to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determinationnot misleading, the Demand Party shall suspend sales of Registrable Securities pursuant to Purchaser (or any such registration statement and the Company shall not be required to comply with its obligations under Section 2(d)(viHolder) until the earlier of (a) the date upon which such material information is disclosed to the public or ceases to be material or (b) 60 days after the Demand Party’s receipt of such written notice. If the Demand Party’s will forthwith discontinue disposition of Registrable Securities is discontinued Warrant Shares pursuant to the foregoing sentenceRegistration Statement until (i) the Purchaser (or such Holder) has received copies of a supplemented or amended prospectus, unless or (ii) the Purchaser (or such Holder) is advised in writing by the Company thereafter extends that the effectiveness use of the registration statement for so long as necessary prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus (in each case, the "Recommencement Date"). The Purchaser (and any subsequent Holder) receiving a Suspension Notice hereby agrees that it will either (i) destroy any prospectuses, other than permanent file copies, then in the Purchaser's (or such Holder's) possession which have been replaced by the Company with more recently dated prospectuses or (ii) deliver to permit the dispositions Company (at the Company's expense) all copies, other than permanent file copies, then in the Purchaser's (or such Holder's) possession of all the prospectus covering Registrable Securities covered thereby, that was current at the registration statement shall not be counted for purposes time of determining receipt of the number of registrations permitted under Section 2(a)(ii) hereofSuspension Notice.

Suspension of Registration Statement. IfThe Company shall ------------------------------------ have the right, at upon the advice of its Board of Directors (the "Board") and upon giving written notice to the Purchaser of the exercise of such right, to require the Purchaser not to sell any time when a shares pursuant to the registration statement effected pursuant for the resale of securities for a period (as determined in good faith by the Board) from the date on which such notice is given (a "black-out period"), if (i)(A) the Company is engaged in discussions or negotiations with respect to, or has taken a substantial step to Section 2(a)(i) hereunder commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divesture, tender offer, financing or other transaction, or there is an event or state of facts relating to Registrable Securities the Company, in each case which is effective and a prospectus relating thereto is required material to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that (any such negotiation, step, event or state of facts being herein called "Material Activity"), (B) in the prospectus included reasonable judgment of the Board, after consultation with and acting upon the advice of outside counsel, which advice and dependence thereon shall be recorded in the minutes of the Board, disclosure of such registration statementMaterial Activity would be necessary or advisable under applicable securities laws and (C) such disclosure would be adverse to the interests of the Company, as then or (ii) the Board, after consultation with and acting upon the advice of outside counsel, which advice and dependence thereon shall be recorded in effectthe minutes of the Board, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or deems it necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the file a post-effective amendment or supplement to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determination, the Demand Party shall suspend sales of Registrable Securities pursuant to such registration statement and or to prepare a supplement to, or otherwise amend, the Company shall form of prospectus contained therein. During any such black-out period, the Purchaser agrees not be required to comply with its obligations under Section 2(d)(vi) until the earlier of (a) the date upon which such material information is disclosed to the public or ceases to be material or (b) 60 days after the Demand Party’s receipt of such written notice. If the Demand Party’s disposition of sell any Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the under such registration statement for so long such period of time as necessary to permit the dispositions Board, acting on the written advice of outside counsel, may in good xxxxx xxxx advisable; provided, however, that no single black-out period will be longer than thirty (30) calendar days and, in the aggregate, all Registrable Securities covered thereby, the registration statement black-out periods in any twelve (12) month period shall not be counted for purposes of determining the number of registrations permitted under Section 2(a)(iiinclude more than sixty (60) hereof.calendar days; provided, further, however, that no black-out

Suspension of Registration Statement. IfNotwithstanding anything to the contrary set forth in this Agreement, at any time when Acquiror's obligation under this Agreement to amend or supplement a registration statement effected Shelf Registration Statement shall be suspended (and each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to Section 2(a)(ithe Shelf Registration Statement) hereunder relating to Registrable Securities in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering by Acquiror if Acquiror is effective and a prospectus relating thereto is required to be delivered advised in writing by an independent investment banking firm that sale of the shares under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of Shelf Registration Statement would have a material fact adverse effect on Acquiror's offering or omits to state (ii) pending negotiations relating to, or consummation of, a material fact required to be stated therein transaction, or necessary to make the statements therein not misleading in occurrence of an event or the light existence of the facts and circumstances then existing, to the extent that the amendment or supplement to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require additional disclosure of material information by Acquiror in the registration statement or such filing, as to which the Company Acquiror has a bona fide business purpose for preserving confidentiality or which renders Acquiror unable to comply with SEC requirements) (such circumstances being hereinafter referred to as confidential and a "Suspension Event") that would make it impractical or unadvisable in the Company provides good faith judgment of the Demand Party Board of Directors of Acquiror, to amend or supplement the Shelf Registration Statement (or to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 days per occurrence or more than 60 days in the aggregate. Any such suspension may not occur until after at least thirty (30) days after the effectiveness of the Shelf Registration Statement. Acquiror shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7.7(k), of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. If not more than 72 hours prior to the receipt of a Suspension Notice, a Holder has provided Acquiror with written notice thereof promptly after the Company makes such determinationof a proposed sale of Registrable Securities, the Demand Party Holder may sell Registrable Securities as specified in such notice, and thereafter the Holder shall suspend all sales of Registrable Securities until such sales may be recommenced pursuant to such registration statement and the Company shall not be required to comply with its obligations under Section 2(d)(vi) until provisions of this Section. The Holders may recommence effecting sales of the earlier of (a) the date upon which such material information is disclosed Registrable Securities pursuant to the public Shelf Registration Statement or ceases such filings following further notice to such effect from Acquiror to the Stockholders' Agent, which notice shall be material or given by Acquiror not later than two (b2) 60 business days after the Demand Party’s conclusion of any Suspension Event (a "Termination Notice"). If so directed by Acquiror, each Holder will deliver to Acquiror all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such written notice. If the Demand Party’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement shall not be counted for purposes of determining the number of registrations permitted under Section 2(a)(ii) hereof.

Suspension of Registration Statement. IfAnything in this Agreement to the contrary notwithstanding, at it is understood and agreed that the Company shall not be required to keep any time when shelf registration effective or useable for offers and sales of the Registrable Securities, file a post effective amendment to a shelf registration statement effected pursuant or prospectus supplement or to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such supplement or amend any registration statement, as then if (A) the Registration Statement, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in effect, includes any of the foregoing contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances then existingunder 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 that the amendment or supplement to consistent with any such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which program, the Company has 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 bona fide business purpose for preserving as confidential and sufficient window period under Regulation M to enable the Company provides Beneficiary to obtain the Demand Party written notice thereof promptly after the Company makes such determination, the Demand Party shall suspend sales of Registrable Securities pursuant to such registration statement and the liquidity it desires hereunder). The Company shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier provide notice of (a) the date upon which any such material information is disclosed suspension to the public Warburg Group Director, or ceases if there is then no Warburg Group Director, to be material or (b) 60 days after 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 Demand Party’s receipt of kind described in this Section 1, such written notice. If the Demand Party’s Beneficiary shall forthwith discontinue such Beneficiary's disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless until the Company thereafter extends 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 discontinued as a result of a given occurrence of a circumstance referred to in the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement preceding sentence shall not be counted for purposes of determining exceed 60 days, and shall not exceed 120 days in the number of registrations permitted under Section 2(a)(ii) hereofaggregate over any 12-month period.

Suspension of Registration Statement. IfAnything in the Agreement to the contrary notwithstanding, at it is understood and agreed that the Company shall not be required to keep any time when shelf registration effective or useable for offers and sales of the Registrable Securities, file a post-effective amendment to a shelf registration statement effected pursuant or prospectus supplement or to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such supplement or amend any registration statement, as then if: (A) the Registration Statement, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in effect, includes any of the foregoing contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances then existingunder 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 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 that the amendment or supplement to consistent with any such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which program, the Company has 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 bona fide business purpose for preserving as confidential and sufficient window period under the Company provides Commission's Regulation M to enable each Beneficiary to obtain the Demand Party written notice thereof promptly after the Company makes such determination, the Demand Party shall suspend sales of Registrable Securities pursuant to such registration statement and the liquidity it desires hereunder). The Company shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier provide notice of (a) the date upon which any such material information is disclosed suspension to the public Warburg Group Director and Unaffiliated Director, or, if there is then no Warburg Group Director or ceases Unaffiliated Director, to be material or (b) 60 days after Warburg in accordance with Section 9.03 of this Agreement. Upon receipt by a Beneficiary of notice of an event of the Demand Party’s receipt of kind described in this Section 1, such written notice. If the Demand Party’s Beneficiary shall forthwith discontinue such Beneficiary's disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless until the Company thereafter extends 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 discontinued as a result of a given occurrence of a circumstance referred to in the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement preceding sentence shall not be counted for purposes of determining exceed 60 days, and shall not exceed 120 days in the number of registrations permitted under Section 2(a)(ii) hereofaggregate over any 12-month period.

Suspension of Registration Statement. If, at any time when a registration statement effected pursuant to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, Notwithstanding anything to the extent that the amendment contrary set forth in this Agreement, Essex 's obligation under this Agreement to amend or supplement an effective Shelf Registration Statement (or to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which file documents incorporated by reference into the Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determinationShelf Registration Statement) shall be suspended and, the Demand Party shall suspend sales each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement in the event and during such registration statement period as circumstances exist (including, exclusively, (i) a firmly underwritten offering by Essex exclusively of shares for Essex's account if Essex and the Company shall Holders are advised by the managing underwriters in writing that in such underwriters' bona fide, good faith opinion, sale of the shares under the Shelf Registration Statement would have a material adverse effect on Essex's offering and if the officers, directors and affiliates of Essex have also agreed not be required to sell shares of Common Stock during such period or (ii) pending negotiations relating to, or consummation of, a material transaction, or the occurrence of an event or the existence of material facts and circumstances that would require additional disclosure of material information by Essex in a supplement or amendment to the Shelf Registration Statement or in a document incorporated by reference in the Shelf Registration Statement, as to which Essex has a bona fide, material business purpose for preserving confidentiality or which renders Essex unable to comply with its obligations under Section 2(d)(viCommission requirements) until (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in Essex's good faith judgment (fairly taking into account the earlier interests of the Holders), to amend or supplement the Shelf Registration Statement (aor file documents incorporated by reference in the Shelf Registration Statement) the date upon which such material information is disclosed to the public or ceases to be material or (b) 60 days after the Demand Party’s receipt of such written notice. If the Demand Party’s disposition permit dispositions of Registrable Securities is discontinued pursuant to under the foregoing sentenceShelf Registration Statement, unless the Company thereafter extends the effectiveness of the registration statement but such suspension shall continue only for so long as necessary such event is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 45 days per occurrence or more than 90 days in the aggregate and provided further that there is no more than two (2) Suspension Events in any consecutive twelve month period. Essex shall notify the Holders (in the case of the Company Shareholders, such notice may be given in care of the Indemnification Representative) of the existence and, in the case of circumstances referred to permit in clause (i) of this Section 8, of the dispositions nature of any Suspension Event (a "Suspension Notice"). Essex, acting in good faith, will use such commercially reasonable efforts as are appropriate and practical, taking into account all of the circumstances, to minimize the duration of any Suspension Event. The Holders may recommence effecting sales of the Registrable Securities covered therebypursuant to the Shelf Registration Statement or such filings following further notice to such effect from Essex, which notice shall be given by Essex to the registration statement shall Holders (and in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) not be counted for purposes later than three (3) days after the conclusion of determining the number of registrations permitted under Section 2(a)(ii) hereof.any Suspension Event (a "

Suspension of Registration Statement. If(a) Notwithstanding anything to the contrary set forth in this Agreement, at PLX's obligation under this Agreement to cause a Shelf Registration Statement and any time when filings with any state securities commission to become effective or to amend or supplement a registration statement effected Shelf Registration Statement shall be suspended (and, if the Shelf Registration Statement has become effective, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to Section 2(a)(ithe Shelf Registration Statement) hereunder relating to Registrable Securities in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering by PLX if PLX is effective and a prospectus relating thereto is required to be delivered advised by an independent investment banking firm that sale of the shares under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of Shelf Registration Statement would have a material fact adverse effect on PLX's offering or omits to state (ii) pending negotiations relating to, or consummation of, a material fact required to be stated therein transaction, or necessary to make the statements therein not misleading in occurrence of an event or the light existence of the facts and circumstances then existing, to the extent that the amendment or supplement to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require additional disclosure of material information by PLX in the registration statement or such filing, as to which the Company PLX has a bona fide business purpose for preserving confidentiality or which renders PLX unable to comply with Commission requirements) (such circumstances being hereinafter referred to as confidential and a "Suspension Event") that would make it impractical or unadvisable in the Company provides PLX's good faith judgment, to cause the Demand Party written registration or such filings to become effective or amend or supplement the Shelf Registration Statement (or, if the Shelf Registration Statement has become effective, to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 45 days per occurrence or more than 60 days in the aggregate. PLX shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(a), of the nature of any Suspension Event by providing a suspension notice thereof promptly after the Company makes (a "Suspension Notice") to such determination, the Demand Party shall suspend Holder. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such registration statement and the Company shall not be required filings following further notice to comply with its obligations under Section 2(d)(vi) until the earlier of (a) the date upon which such material information is disclosed effect from PLX to the public or ceases to Shareholders' Agent, which notice shall be material or given by PLX not later than five (b5) 60 business days after the Demand Party’s conclusion of any Suspension Event (a "Termination Notice"). If so directed by PLX, each Holder will deliver to PLX all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such written notice. If the Demand Party’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement shall not be counted for purposes of determining the number of registrations permitted under Section 2(a)(ii) hereof.