Common use of Suspension of Registration Statement Clause in Contracts

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 discontinued as a result of a given occurrence of a circumstance referred to in the preceding sentence shall not exceed 60 days, and shall not exceed 120 days in the aggregate over any 12-month period.

Suspension of Registration Statement. Anything 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 this Agreement to Section 2(d)(ii) hereunder, the contrary notwithstanding, it is understood and agreed Corporation becomes aware 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 included in such registration statement, if (A) the Registration Statementas then in effect, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in any of the foregoing contains includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 thatthen existing, to the extent consistent 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 Corporation has a bona fide business purpose for preserving as confidential and the Corporation provides KRH written notice thereof promptly after the Corporation makes such determination, KRH shall suspend sales of Registrable Securities pursuant to such registration statement and the Corporation shall not be required to comply with any its obligations under Section 2(d)(vi) until the earlier of (a) the date upon which such program, the Company will use commercially reasonable efforts to make an exemption available material information is disclosed to the beneficiaries public or ceases to be material or (b) 60 days after KRH’s receipt 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)such written notice. 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 If KRH’s disposition of Registrable Securities until is discontinued pursuant to the Company has provided notice that such disposition may continue and foregoing sentence, unless the Corporation thereafter extends the effectiveness of any supplemented or amended prospectus indicated in such notice. The Company agrees that any period in which salesthe registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, transfers or dispositions must be discontinued as a result of a given occurrence of a circumstance referred to in the preceding sentence registration statement shall not exceed 60 days, and shall not exceed 120 days in be counted for purposes of determining the aggregate over any 12-month periodnumber of registrations permitted under Section 2(a)(ii) hereof.

Suspension of Registration Statement. Anything 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 this Agreement to Section 2(d)(ii) hereunder, the contrary notwithstanding, it is understood and agreed Company becomes aware 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 included in such registration statement, if (A) the Registration Statementas then in effect, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in any of the foregoing contains includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 thatthen existing, to the extent consistent with any that the amendment or supplement to such programprospectus 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 will use commercially reasonable efforts shall not be required to make an exemption available 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 beneficiaries public or ceases to be material or (b) 60 days after the Demand Party’s receipt of these registration rights (such written notice. If 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 Demand Party’s disposition of Registrable Securities until is discontinued pursuant to the foregoing sentence, unless the Company has provided notice that such disposition may continue and thereafter extends the effectiveness of any supplemented or amended prospectus indicated in such notice. The Company agrees that any period in which salesthe registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, transfers or dispositions must be discontinued as a result of a given occurrence of a circumstance referred to in the preceding sentence registration statement shall not exceed 60 days, and shall not exceed 120 days in be counted for purposes of determining the aggregate over any 12-month periodnumber of registrations permitted under Section 2(a)(ii) hereof.

Suspension of Registration Statement. Anything in this Agreement to the contrary notwithstandingNotwithstanding Section 1.1 and 1.2 hereof, it is understood and agreed that the Company shall not be required entitled to keep any shelf registration effective or useable for offers and sales postpone the filing 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 thereofsuspend the offering under the Registration Statement, if (i) the Company is contemplating an underwritten offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which underwritten offering, negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay, suspend or withdraw the Registration Statement for more than ninety (90) days at any document incorporated by reference one time, or more than twice in any twelve (12) month period. Upon receipt of any notice from the Company of the foregoing 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 an 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 not misleadingtherein, in the light of the circumstances under which they are made; were made (Bin the case of the Prospectus) not misleading, the Holders agree that (a) they will not exercise the Exchange Right until the Holders receive a notice from the Company is in possession 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 the Company, and (b) each of material the Holders will maintain the confidentiality of any 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, included in the judgment of notice delivered by 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 discontinued as a result of a given occurrence of a circumstance referred to in the preceding sentence shall not exceed 60 days, and shall not exceed 120 days in the aggregate over any 12-month periodCompany.

Suspension of Registration Statement. Anything Notwithstanding Section 2.2 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 this Agreement to the contrary notwithstandinggood faith, that it is understood in the best interest of Parent and agreed that the Company shall not be required its stockholders to keep any shelf registration effective or useable for offers defer disclosure of certain material non-public information and that, during such periods, sales of Registrable Securities and 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) effectiveness of the Registration StatementStatement should be suspended or delayed; provided, however, that Parent may not suspend or withdraw the Registration Statement more twice in total or for more than sixty (60) days in the aggregate. Upon receipt of any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in any notice from Parent of the foregoing 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 an 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 not misleadingtherein, in the light of the circumstances under which they are made; were 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 case of the managing underwriter thereof or prospectus) not misleading, the Company Holder agrees that (if such offering is a) it will not underwritten), sales under sell any Registrable Securities pursuant to the Registration Statement would until the Holder receives a notice from Parent that the misstatement(s) or omission(s) referred to above have a material adverse effect on such offering; been corrected and receives notice that any post-effective amendment has become effective or unless otherwise notified by Parent, and (Db) the Company is engaged in any program for Holder will maintain 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 confidentiality 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 discontinued as a result of a given occurrence of a circumstance referred to information included in the preceding sentence shall not exceed 60 days, and shall not exceed 120 days in the aggregate over any 12-month periodnotice delivered by Parent.

Suspension of Registration Statement. Anything in this the 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 post-effective amendment to a shelf registration statement or prospectus supplement or to supplement or amend any registration statement, if 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 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, 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 the Commission's Regulation M to enable the each Beneficiary to obtain the liquidity it desires hereunder). The Company shall provide notice of any such suspension to the Warburg Group Director and Unaffiliated Director, or or, if there is then no Warburg Group Director or Unaffiliated Director, to Warburg and each Beneficiary in accordance with Section 8.03 9.03 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 discontinued as a result of a given occurrence of a circumstance referred to in the preceding sentence shall not exceed 60 days, and shall not exceed 120 days in the aggregate over any 12-month period.

Suspension of Registration Statement. Anything Notwithstanding Section 2.2 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 this Agreement to the contrary notwithstandinggood faith, that it is understood in the best interest of Parent and agreed that the Company shall not be required its stockholders to keep any shelf registration effective or useable for offers defer disclosure of certain material non-public information and that, during such periods, sales of Registrable Securities and 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) effectiveness of the Registration StatementStatement should be suspended or delayed; provided, however, that Parent may not suspend or withdraw the Registration Statement more twice in total or for more than sixty (60) days in the aggregate. Upon receipt of any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in any notice from Parent of the foregoing 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 an 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 not misleadingtherein, in the light of the circumstances under which they are made; were 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 case of the managing underwriter thereof or prospectus) not misleading, the Company Holder agrees that (if such offering is a) it will not underwritten), sales under sell any Registrable Securities pursuant to the Registration Statement would until the Holder receives a notice from Parent that the misstatement(s) or omission(s) referred to above have a material adverse effect on such offering; been corrected and receives notice that any post-effective amendment has become effective or unless otherwise notified by Parent, and (Db) the Company is engaged in any program for Holder will maintain 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 confidentiality 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 discontinued as a result of a given occurrence of a circumstance referred to information included in the preceding sentence shall not exceed 60 days, and shall not exceed 120 days in the aggregate over any 12-month periodnotice delivered by Parent.

Suspension of Registration Statement. Anything in this Agreement (a) If at any time, and from time to time, during the Selling Period Onyx shall furnish to the contrary notwithstandingHolders a certificate signed by the chief executive officer or chief financial officer of Onyx stating that (i) in the good-faith judgment of Onyx’s Board of Directors, it is understood and agreed that permitting the Company shall not be required sale of Onyx Common Stock pursuant 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 StatementStatement at such time would be materially detrimental to Onyx and its shareholders or (ii) there exists a Disclosure Condition, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated Onyx may require that no sales be made 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 Holders under the Registration Statement would have or the applicable Prospectus until such time as Onyx notifies the Holders in writing that such sales may be resumed; provided, however, that Onyx shall not exercise this right for more than a material adverse effect total of 60 days in the case of any one delay (subject to the limitation on such offering; or (Ddelays and suspensions set forth in Section 2.3(b) the Company is engaged hereof) nor more than twice in any program for twelve-month period; and provided further, that Onyx may not so suspend the purchase use of the Registration Statement during any time in which Onyx is publicly selling shares of its own Common Stockcapital stock or has another registration statement effective the use of which has not been suspended; and provided further, unless that the applicable Selling Period shall be extended by the aggregate number of days for which the use of the Registration Statement is suspended. (b) Notwithstanding any other provision of this Agreement, Onyx shall not exercise its rights under Section 2.1(b), Section 2.3(a) and Section 2.3(c) hereof to delay or suspend the Registration Statement for more than an aggregate of 90 days. (c) If such repurchase program suspension shall relate to a Disclosure Condition, then Onyx shall (i) make the required disclosure as soon as practicable after such notice to the Holders and (ii) if necessary, prepare and file as soon as reasonably practicable any amendment to the requested sale may proceed concurrently pursuant Registration Statement or supplement to an exemption under the Commission's Regulation M applicable Prospectus or any other applicable exemption (it being understood thatExchange Act filing as shall be required to correct any untrue statement or omission causing a Disclosure Condition, to notify 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 Holders of any such suspension to filing and furnish the Warburg Group Director, or if there is then no Warburg Group Director, to Warburg and each Beneficiary in accordance Holders with Section 8.03 a reasonable number 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 copies of any supplemented such amendment or amended prospectus indicated in supplement. Onyx may delay filing, preparing or distributing any such notice. The Company agrees that any period in which salesamendment or supplement, transfers however, if Onyx shall deliver a certificate signed by the chief executive officer or dispositions must be discontinued as a result chief financial officer of a given occurrence of a circumstance referred to Onyx stating that, in the preceding sentence good-faith judgment of Onyx’s Board of Directors, amending the Registration Statement or supplementing the Prospectus at such time would be materially detrimental to Onyx and its shareholders; provided, however, that Onyx shall not exceed exercise this right for more than 60 days, and shall not exceed 120 days in the case of any one delay (subject to the limitation on delays and suspensions set forth in Section 2.3(b) hereof); and provided further, that Onyx may not so delay such amendment or supplement during any time in which Onyx is publicly selling shares of its capital stock; and provided further, that the applicable Selling Period shall be extended by the aggregate over number of days for which the amendment or supplement is delayed. (d) If a Holder receives notification from Onyx pursuant to Section 2.3(a) that the use of the Registration Statement or the Prospectus shall be suspended, then such Holder shall: (i) keep the fact of such notification and its contents confidential and (ii) immediately suspend all sales of Onyx Common Stock and any 12-month perioduse of the Registration Statement and Prospectus until such time as such Holder receives notification from Onyx that such sales may be made.

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 "BENEFICIARIESBeneficiaries") 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 discontinued as a result of a given occurrence of a circumstance referred to in the preceding sentence shall not exceed 60 days, and shall not exceed 120 days in the aggregate over any 12-month period.

Suspension of Registration Statement. Anything in this Agreement (a) If at any time, and from time to time, during the Selling Period Onyx shall furnish to the contrary notwithstandingHolders a certificate signed by the chief executive officer or chief financial officer of Onyx stating that (i) in the good-faith judgment of Onyx’s Board of Directors, it is understood and agreed that permitting the Company shall not be required sale of Onyx Common Stock pursuant 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 StatementStatement at such time would be materially detrimental to Onyx and its shareholders or (ii) there exists a Disclosure Condition, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated Onyx may require that no sales be made 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 Holders under the Registration Statement would have or the applicable Prospectus until such time as Onyx notifies the Holders in writing that such sales may be resumed; provided, however, that Onyx shall not exercise this right for more than a material adverse effect total of 90 days in the case of any one delay (subject to the limitation on such offeringdelays and suspensions set forth in Section 2.3(b) hereof); or (D) and provided further, that Onyx may not so suspend the Company use of the Registration Statement during any time in which Onyx is engaged in any program for the purchase of publicly selling shares of its own capital stock or has another registration statement effective and not so suspended or the executive officers and directors of Onyx are permitted to engage in trades of Onyx Common Stock, unless such repurchase program and the requested sale may proceed concurrently Stock (other than pursuant to a Rule 10b5-1 trading plan); and provided further, that the applicable Selling Period shall be extended by the aggregate number of days for which the use of the Registration Statement is suspended. (b) Notwithstanding any other provision of this Agreement, Onyx shall not exercise its rights under Section 2.1(b), Section 2.3(a) and Section 2.3(c) hereof to delay or suspend the Registration Statement for more than an exemption under aggregate of 120 days nor more than twice during any twelve (12)-month period. (c) If such suspension shall relate to a Disclosure Condition, then Onyx shall (i) make the Commission's Regulation M required disclosure as soon as practicable after such notice to the Holders and (ii) if necessary, prepare and file as soon as reasonably practicable any amendment to the Registration Statement or supplement to the applicable Prospectus or any other applicable exemption (it being understood thatExchange Act filing as shall be required to correct any untrue statement or omission causing a Disclosure Condition, to notify 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 Holders of any such suspension to filing and furnish the Warburg Group Director, or if there is then no Warburg Group Director, to Warburg and each Beneficiary in accordance Holders with Section 8.03 a reasonable number 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 copies of any supplemented such amendment or amended prospectus indicated in supplement. Onyx may delay filing, preparing or distributing any such notice. The Company agrees that any period in which salesamendment or supplement, transfers however, if Onyx shall deliver a certificate signed by the chief executive officer or dispositions must be discontinued as a result chief financial officer of a given occurrence of a circumstance referred to Onyx stating that, in the preceding sentence good-faith judgment of Onyx’s Board of Directors, amending the Registration Statement or supplementing the Prospectus at such time would be materially detrimental to Onyx and its shareholders; provided, however, that Onyx shall not exceed exercise this right for more than 60 days, and shall not exceed 120 days in the case of any one delay (subject to the limitation on delays and suspensions set forth in Section 2.3(b) hereof); and provided further, that Onyx may not so delay such amendment or supplement during any time in which Onyx is publicly selling shares of its capital stock or the executive officers and directors of Onyx are permitted to engage in trades of Onyx Common Stock (other than pursuant to a Rule 10b5-1 trading plan); and provided further, that the applicable Selling Period shall be extended by the aggregate over number of days for which the amendment or supplement is delayed. (d) If a Holder receives notification from Onyx pursuant to Section 2.3(a) that the use of the Registration Statement or the Prospectus shall be suspended, then such Holder shall: (i) keep the fact of such notification and its contents confidential and (ii) immediately suspend all sales of Onyx Common Stock and any 12-month perioduse of the Registration Statement and Prospectus until such time as such Holder receives notification from Onyx that such sales may be made.

Suspension of Registration Statement. Anything in this Agreement to the contrary notwithstandingNotwithstanding Section 2.1 hereof, it is understood and agreed that the Company shall not be required entitled to keep any shelf registration effective or useable for offers and sales of suspend 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) offering under the Registration Statement, any prospectus or prospectus supplement constituting a part thereofif (i) the Company is contemplating an underwritten offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which underwritten offering, negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not suspend or withdraw the Registration Statement for more than ninety (90) days at any document incorporated by reference one time, or more than twice in any twelve (12) month period. Upon receipt of any notice from the Company of the foregoing 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 an 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 not misleadingtherein, in the light of the circumstances under which they are made; were 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 case of the managing underwriter thereof or Prospectus) not misleading, the Company Holder agrees that (if such offering is a) it will not underwritten), sales under sell any Registrable Securities pursuant to the Registration Statement would until the Holder receives a notice from the Company that the misstatement(s) or omission(s) referred to above have a material adverse effect on such offering; been corrected and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company, and (Db) the Company is engaged in any program for Holder will maintain 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 confidentiality 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 discontinued as a result of a given occurrence of a circumstance referred to information included in the preceding sentence shall not exceed 60 days, and shall not exceed 120 days in notice delivered by the aggregate over any 12-month periodCompany.