Common use of Suspension of Registration Statement Clause in Contracts

Suspension of Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, Essex 's obligation under this Agreement to amend or supplement an effective Shelf Registration Statement (or to file documents incorporated by reference into the Shelf Registration Statement) shall be suspended and, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement in the event and during such period as circumstances exist (including, exclusively, (i) a firmly underwritten offering by Essex exclusively of shares for Essex's account if Essex and the 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 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 Commission requirements) (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 interests of the Holders), to amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in the Shelf Registration Statement) to permit dispositions of Registrable Securities under the Shelf Registration Statement, but such suspension shall continue only for so long as 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 in clause (i) of this Section 8, of the 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 pursuant 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 Holders (and in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) not later than three (3) days after the conclusion of any Suspension Event (a "

Suspension of Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, Essex PLX's obligation under this Agreement to amend or supplement an effective a Shelf Registration Statement (or to file documents incorporated by reference into the Shelf Registration Statement) shall be suspended and, (and each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement Statement) in the event and during such period as circumstances exist (including, exclusively, without limitation (i) a firmly an underwritten offering by Essex exclusively of shares for Essex's account PLX if Essex and the Holders are PLX is advised by the managing underwriters in writing by an independent investment banking firm 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 EssexPLX's offering and if the officers, directors and affiliates of Essex have also agreed not 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 PLX in the Shelf Registration Statementregistration statement or such filing, as to which Essex PLX has a bona fide, material fide business purpose for preserving confidentiality or which renders Essex PLX unable to comply with Commission requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in Essex's the good faith judgment (fairly taking into account the interests of the Holders)Board of Directors of PLX, to amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in the Shelf Registration Statement) 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 30 days per occurrence or more than 90 60 days in the aggregate and provided further that there is no more than two aggregate. Any such suspension may not occur until after at least thirty (230) Suspension Events in any consecutive twelve month perioddays after the effectiveness of the Shelf Registration Statement. Essex PLX shall notify the Holders (in the case of the Company Shareholders, such notice may be given in care of the Indemnification Representative) Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 8, of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice")) to such Holder. EssexIf not more than 72 hours prior to the receipt of a Suspension Notice, acting a Holder has provided PLX with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in good faithsuch notice, will use and thereafter the Holder shall suspend all sales of Registrable Securities until such commercially reasonable efforts as are appropriate and practical, taking into account all sales may be recommenced pursuant to the provisions of the circumstances, to minimize the duration of any Suspension Eventthis Section. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from EssexPLX to the Shareholders' Agent, which notice shall be given by Essex to the Holders (and in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) PLX not later than three two (32) business days after the 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 notice.

Suspension of Registration Statement. Notwithstanding anything The Company shall ------------------------------------ have the right, upon the advice of its Board of Directors (the "Board") and upon giving written notice to the contrary set forth in this AgreementPurchaser of the exercise of such right, Essex 's obligation under this Agreement to amend or supplement an effective Shelf Registration Statement (or require the Purchaser not to file documents incorporated by reference into the Shelf Registration Statement) shall be suspended and, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities sell any shares pursuant to the Shelf Registration Statement registration statement 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 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 the Company, in each case which is material to the Company (any such negotiation, step, event or state of facts being herein called "Material Activity"), (B) in the event and during such period as circumstances exist (including, exclusively, (i) a firmly underwritten offering by Essex exclusively of shares for Essex's account if Essex and the Holders are advised by the managing underwriters in writing that in such underwriters' bona fide, good faith opinion, sale reasonable judgment of the shares 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 Material Activity would be necessary or advisable under applicable securities laws and (C) such disclosure would be adverse to the Shelf Registration Statement would have a material adverse effect on Essex's offering and if interests of the officersCompany, directors and affiliates of Essex have also agreed not to sell shares of Common Stock during such period or (ii) pending negotiations relating 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, deems it necessary to file a post-effective amendment to such registration statement or to prepare a supplement to, or consummation ofotherwise amend, a material transactionthe form of prospectus contained therein. During any such black-out period, 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 Purchaser agrees not 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 Commission requirements) (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 interests of the Holders), to amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in the Shelf Registration Statement) to permit dispositions of sell any Registrable Securities under such registration statement for such period of time as the Shelf Registration StatementBoard, but such suspension shall continue only for so long as such event is continuingacting on the written advice of outside counsel, may in good xxxxx xxxx advisable; provided, furtherhowever, that no single black-out period will be longer than thirty (30) calendar days and, in the aggregate number of days aggregate, all black-out periods in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 45 days per occurrence or include more than 90 days in the aggregate and provided further sixty (60) calendar days; provided, further, however, 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 in clause (i) of this Section 8, of the 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 pursuant 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 Holders (and in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) not later than three (3) days after the conclusion of any Suspension Event (a "black-out

Suspension of Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, Essex Acquiror's obligation under this Agreement to amend or supplement an effective a Shelf Registration Statement (or to file documents incorporated by reference into the Shelf Registration Statement) shall be suspended and, (and each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement Statement) in the event and during such period as circumstances exist (including, exclusively, without limitation (i) a firmly an underwritten offering by Essex exclusively of shares for Essex's account Acquiror if Essex and the Holders are Acquiror is advised by the managing underwriters in writing by an independent investment banking firm 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 EssexAcquiror's offering and if the officers, directors and affiliates of Essex have also agreed not 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 Acquiror in the Shelf Registration Statementregistration statement or such filing, as to which Essex Acquiror has a bona fide, material fide business purpose for preserving confidentiality or which renders Essex Acquiror unable to comply with Commission SEC requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in Essex's the good faith judgment (fairly taking into account the interests of the Holders)Board of Directors of Acquiror, to amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in the Shelf Registration Statement) 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 30 days per occurrence or more than 90 60 days in the aggregate and provided further that there is no more than two aggregate. Any such suspension may not occur until after at least thirty (230) Suspension Events in any consecutive twelve month perioddays after the effectiveness of the Shelf Registration Statement. Essex Acquiror shall notify the Holders (in the case of the Company Shareholders, such notice may be given in care of the Indemnification Representative) Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 87.7(k), of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice")) to such Holder. EssexIf not more than 72 hours prior to the receipt of a Suspension Notice, acting a Holder has provided Acquiror with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in good faithsuch notice, will use and thereafter the Holder shall suspend all sales of Registrable Securities until such commercially reasonable efforts as are appropriate and practical, taking into account all sales may be recommenced pursuant to the provisions of the circumstances, to minimize the duration of any Suspension Eventthis Section. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from EssexAcquiror to the Stockholders' Agent, which notice shall be given by Essex to the Holders (and in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) Acquiror not later than three two (32) business days after the 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 notice.

Suspension of Registration Statement. Notwithstanding anything Anything in the Agreement to the contrary set forth in this Agreementnotwithstanding, Essex 's obligation under this Agreement it is understood and agreed that the Company shall not be required to amend 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 an effective Shelf Registration Statement (or to file documents 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 into in any of the Shelf 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) shall be suspended the Company has determined to proceed with a public offering of its equity securities, and, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement in the event and during such period as circumstances exist (including, exclusively, (i) a firmly underwritten offering by Essex exclusively judgment of shares for Essex's account if Essex and the Holders are advised by the managing underwriters in writing that in underwriter thereof or the Company (if such underwriters' bona fideoffering is not underwritten), good faith opinion, sale of the shares sales under the Shelf Registration Statement would have a material adverse effect on Essex's offering and if such offering; or (D) the officers, directors and affiliates Company is engaged in any program for the purchase of Essex have also agreed not to sell shares of Common Stock during 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 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, if there is then no Warburg Group Director or (ii) pending negotiations relating toUnaffiliated Director, or consummation of, to Warburg in accordance with Section 9.03 of this Agreement. Upon receipt by a material transaction, or the occurrence Beneficiary of notice 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 Commission requirements) (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 interests of the Holders)kind described in this Section 1, to amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in the Shelf Registration Statement) to permit dispositions such Beneficiary shall forthwith discontinue such Beneficiary's disposition of Registrable Securities under until the Shelf Registration StatementCompany 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, but such suspension transfers or dispositions must be discontinued as a result of a given occurrence of a circumstance referred to in the preceding sentence shall continue only for so long as 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 60 days, and shall not exceed 120 days in the aggregate and provided further that there is no more than two (2) Suspension Events in over any consecutive twelve 12-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 in clause (i) of this Section 8, of the 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 pursuant 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 Holders (and in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) not later than three (3) days after the conclusion of any Suspension Event (a ".

Suspension of Registration Statement. Notwithstanding anything Anything in this Agreement to the contrary set forth in this Agreementnotwithstanding, Essex 's obligation under this Agreement it is understood and agreed that the Company shall not be required to amend 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 an effective Shelf Registration Statement (or to file documents 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 into in any of the Shelf 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) shall be suspended the Company has determined to proceed with a public offering of its equity securities and, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement in the event and during such period as circumstances exist (including, exclusively, (i) a firmly underwritten offering by Essex exclusively judgment of shares for Essex's account if Essex and the Holders are advised by the managing underwriters in writing that in underwriter thereof or the Company (if such underwriters' bona fideoffering is not underwritten), good faith opinion, sale of the shares sales under the Shelf Registration Statement would have a material adverse effect on Essex's offering and if such offering; or (D) the officers, directors and affiliates Company is engaged in any program for the purchase of Essex have also agreed not to sell shares of its own Common Stock during 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 or (ii) pending negotiations relating tounder 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 consummation ofif 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 material transaction, or the occurrence Beneficiary of notice 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 Commission requirements) (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 interests of the Holders)kind described in this Section 1, to amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in the Shelf Registration Statement) to permit dispositions such Beneficiary shall forthwith discontinue such Beneficiary's disposition of Registrable Securities under until the Shelf Registration StatementCompany 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, but such suspension transfers or dispositions must be discontinued as a result of a given occurrence of a circumstance referred to in the preceding sentence shall continue only for so long as 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 60 days, and shall not exceed 120 days in the aggregate and provided further that there is no more than two (2) Suspension Events in over any consecutive twelve 12-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 in clause (i) of this Section 8, of the 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 pursuant 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 Holders (and in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) not later than three (3) days after the conclusion of any Suspension Event (a ".

Suspension of Registration Statement. (a) Notwithstanding anything to the contrary set forth in this Agreement, Essex PLX's obligation under this Agreement to cause a Shelf Registration Statement and any filings with any state securities commission to become effective or to amend or supplement an effective a Shelf Registration Statement shall be suspended (or to file documents incorporated by reference into and, if the Shelf Registration Statement) shall be suspended andStatement has become effective, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement Statement) in the event and during such period as circumstances exist (including, exclusively, without limitation (i) a firmly an underwritten offering by Essex exclusively of shares for Essex's account PLX if Essex and the Holders are PLX is advised by the managing underwriters in writing an independent investment banking firm 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 EssexPLX's offering and if the officers, directors and affiliates of Essex have also agreed not 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 PLX in the Shelf Registration Statementregistration statement or such filing, as to which Essex PLX has a bona fide, material fide business purpose for preserving confidentiality or which renders Essex PLX unable to comply with Commission requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in Essexthe PLX's good faith judgment (fairly taking into account the interests of the Holders)judgment, to cause the registration or such filings to become effective or amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in or, if the Shelf Registration Statement) 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 90 60 days in the aggregate and provided further that there is no more than two (2) Suspension Events in any consecutive twelve month periodaggregate. Essex PLX shall notify the Holders (in the case of the Company Shareholders, such notice may be given in care of the Indemnification Representative) Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 88(a), of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice"). Essex, acting in good faith, will use ) to such commercially reasonable efforts as are appropriate and practical, taking into account all of the circumstances, to minimize the duration of any Suspension EventHolder. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from EssexPLX to the Shareholders' Agent, which notice shall be given by Essex to the Holders (and in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) PLX not later than three five (35) business days after the 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 notice.

Suspension of Registration Statement. Notwithstanding anything to the contrary set forth in this AgreementThe Purchaser (and any subsequent Holder) agrees, Essex 's obligation under this Agreement to amend or supplement an effective Shelf Registration Statement (or to file documents incorporated by reference into the Shelf Registration Statement) shall be suspended and, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement in the event and during such period as circumstances exist (including, exclusively, (i) a firmly underwritten offering by Essex exclusively of shares for Essex's account if Essex and the Holders are advised by the managing underwriters in writing that in such underwriters' bona fide, good faith opinion, sale exercise of the shares under the Shelf Registration Statement would have a material adverse effect on Essex's offering and if the officersWarrant, directors and affiliates upon receipt of Essex have also agreed not 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 Commission requirements) (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 interests of the Holders), to amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in the Shelf Registration Statement) to permit dispositions of Registrable Securities under the Shelf Registration Statement, but such suspension shall continue only for so long as 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 in clause (i) of this Section 8, of the 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 ) by the Company (i) of the circumstances, to minimize issuance by the duration SEC of any Suspension Event. The Holders may recommence effecting sales stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or (i) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus contained therein, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not 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 under which they were made, not misleading, the Purchaser (or any such Holder) will forthwith discontinue disposition of Warrant Shares pursuant to the Shelf Registration Statement until (i) the Purchaser (or such Holder) has received copies of a supplemented or amended prospectus, or (ii) the Purchaser (or such Holder) is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings following further notice to 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 effect from Essex, Holder's) possession which notice shall be given have been replaced by Essex the Company with more recently dated prospectuses or (ii) deliver to the Holders Company (and at the Company's expense) all copies, other than permanent file copies, then in the case of Company Shareholders, Purchaser's (or such notice may be given in care Holder's) possession of the Indemnification Representative) not later than three (3) days after prospectus covering Registrable Securities that was current at the conclusion time of any receipt of the Suspension Event (a "Notice.

Suspension of Registration Statement. Notwithstanding anything Section 2.1 hereof, Parent shall be entitled to suspend the contrary set forth in this Agreement, Essex 's obligation offering under this Agreement to amend or supplement an effective Shelf the Registration Statement (or to file documents incorporated by reference into the Shelf Registration Statement) shall be suspended andeach such period a “Suspension Period”), each Holder agrees if Parent’s Board of Directors determines, in good faith, that it will forthwith discontinue disposition 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 pursuant to and the Shelf effectiveness of the Registration Statement in should be suspended or delayed; provided, however, that Parent may not suspend or withdraw the event and during such period as circumstances exist (including, exclusively, (i) a firmly underwritten offering by Essex exclusively of shares for Essex's account if Essex and the 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 to sell shares of Common Stock during such more than twice in any twelve month 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 Commission requirements) (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 interests of the Holders), to amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in the Shelf Registration Statement) to permit dispositions of Registrable Securities under the Shelf Registration Statement, but such suspension shall continue only for so long as 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 thirty (30) 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 Upon receipt of any notice from Parent of the Holders 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 Company Shareholdersprospectus) not misleading, such notice may be given in care of the Indemnification Representativeeach Holder agrees that (a) of the existence and, in the case of circumstances referred to in clause (i) of this Section 8, of the nature of it will not sell 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 pursuant to the Shelf 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 filings following further notice to such effect from Essex, which notice shall be given by Essex to Holder will maintain the Holders (and confidentiality of any information included in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) not later than three (3) days after the conclusion of any Suspension Event (a "delivered by Parent.