Common use of Suspension of Registration Statement Clause in Contracts

Suspension of Registration Statement. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to the Holder, to delay the filing or effectiveness of a Registration Statement or require the Holder to suspend the use of the Prospectus for sales of Registrable Securities under an effective Registration Statement for a reasonable period of time not to exceed forty-five (45) consecutive days or sixty (60) days in the aggregate in any twelve (12)-month period (a “Suspension Period”) if the Company Board (or the executive committee thereof) determines in good faith that such filing, effectiveness or use would (i) require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Company that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company; provided, that if at the time of receipt of such notice by the Holder, the Holder shall have sold all or a portion of the Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the sale of such Registrable Securities) pursuant to an effective Registration Statement and the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Notice of Suspension, the Holder shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminated.

Suspension of Registration Statement. (a) Notwithstanding anything to the contrary contained in this AgreementSection 2.1 hereof, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to the Holder, to delay the filing or effectiveness of a Registration Statement or require the Holder entitled to suspend the use offering under the Registration Statement, if (i) the Company is contemplating an underwritten offering of equity securities, or (ii) the Prospectus 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 sales keeping confidential and the non-disclosure of Registrable Securities under an effective 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 a reasonable period of time not to exceed forty-five more than ninety (45) consecutive days or sixty (6090) days in the aggregate at any one time, or more than twice in any twelve (12)-month period (a “Suspension Period”12) if month period. Upon receipt of any notice from the Company Board (of the happening of any event during the period the Registration Statement is effective that is of a type specified in the preceding sentence or as a result of which the executive committee thereof) determines in good faith that such filing, effectiveness Registration Statement or use would (i) require the public disclosure related Prospectus contains any untrue statement of a material non-public information concerning fact or omits to state any material transaction fact required to be stated therein or negotiations involving necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, the Holder agrees that (a) it will not sell any Registrable Securities pursuant to the Registration Statement until the Holder receives a notice from the Company that would interfere with such material transaction the misstatement(s) or negotiations or (iiomission(s) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company; provided, referred to above have been corrected and receives notice that if at the time of receipt of such notice by the Holder, the Holder shall have sold all or a portion of the Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the sale of such Registrable Securities) pursuant to an effective Registration Statement and the reason for the Suspension Period is not of a nature that would require a any post-effective amendment to the Registration Statement, then the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws has become effective or unless otherwise notified by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Notice of SuspensionCompany, and (b) the Holder shall discontinue will maintain the disposition confidentiality of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until any information included in the Suspension Period is terminatednotice delivered by the Company.

Suspension of Registration Statement. (a) Notwithstanding anything to the contrary contained in this AgreementSection 1.1 and 1.2 hereof, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) entitled to the Holder, to delay postpone the filing of the Registration Statement, or effectiveness suspend 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 require withdraw the Holder to suspend the use of the Prospectus for sales of Registrable Securities under an effective Registration Statement for a reasonable period of time not to exceed forty-five more than ninety (45) consecutive days or sixty (6090) days in the aggregate at any one time, or more than twice in any twelve (12)-month period (a “Suspension Period”12) if month period. Upon receipt of any notice from the Company Board (of the happening of any event during the period the Registration Statement is effective that is of a type specified in the preceding sentence or as a result of which the executive committee thereof) determines in good faith that such filing, effectiveness Registration Statement or use would (i) require the public disclosure related Prospectus contains any untrue statement of a material non-public information concerning fact or omits to state any material transaction fact required to be stated therein or negotiations involving necessary to make the statements therein, in light of the circumstances under which they were made (in 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 that would interfere with such material transaction the misstatement(s) or negotiations or (iiomission(s) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company; provided, referred to above have been corrected and receives notice that if at the time of receipt of such notice by the Holder, the Holder shall have sold all or a portion of the Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the sale of such Registrable Securities) pursuant to an effective Registration Statement and the reason for the Suspension Period is not of a nature that would require a any post-effective amendment to the Registration Statement, then the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws has become effective or unless otherwise notified by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt Company, and (b) each of a Notice the Holders will maintain the confidentiality of Suspension, any information included in the Holder shall discontinue notice delivered by the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminatedCompany.

Suspension of Registration Statement. (a) Notwithstanding anything to the contrary contained in this AgreementSection 2.1 hereof, the Company Parent shall be entitled, by providing written notice (a “Notice of Suspension”) to the Holder, to delay the filing or effectiveness of a Registration Statement or require the Holder entitled to suspend the use offering under the Registration Statement (each such period a “Suspension Period”), if Parent’s Board of Directors determines, in good faith, that it is in the Prospectus for 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 under an effective and the effectiveness of the Registration Statement should be suspended or delayed; provided, however, that Parent may not suspend or withdraw the Registration Statement more than twice in any twelve month period or for a reasonable period of time not to exceed forty-five more than thirty (45) consecutive days or sixty (6030) days in the aggregate in any twelve (12)-month month period. Upon receipt of any notice from Parent of the happening of any event during the period (the Registration Statement is effective that is of a “Suspension Period”) if type specified in the Company Board (preceding sentence or as a result of which the executive committee thereof) determines in good faith that such filing, effectiveness Registration Statement or use would (i) require the public disclosure related prospectus contains any untrue statement of a material non-public information concerning fact or omits to state any material transaction fact required to be stated therein or negotiations involving necessary to make the Company that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing plansstatements therein, acquisition activities or business activities in light of the Company; provided, that if at circumstances under which they were made (in the time of receipt of such notice by the Holder, the Holder shall have sold all or a portion case of the prospectus) not misleading, each Holder agrees that (a) it will not sell any Registrable Securities (or have signed a firm commitment underwriting agreement with respect pursuant to the sale of such Registrable Securities) pursuant to an effective Registration Statement until such Holder receives a notice from Parent that the misstatement(s) or omission(s) referred to above have been corrected and the reason for the Suspension Period is not of a nature receives notice that would require a any post-effective amendment to has become effective or unless otherwise notified by Parent, and (b) such Holder will maintain the Registration Statement, then confidentiality of any information included in the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed notice delivered by federal securities laws by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Notice of Suspension, the Holder shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminatedParent.

Suspension of Registration Statement. (a) Notwithstanding anything to the contrary contained set forth in this Agreement, the Company PLX's obligation under this Agreement to amend or supplement a Shelf Registration Statement shall be entitledsuspended (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, without limitation (i) an underwritten offering by PLX if PLX is advised in writing by an independent investment banking firm that sale of the shares under the Shelf Registration Statement would have a material adverse effect on PLX's offering or (ii) pending negotiations relating to, or consummation of, a transaction, or the occurrence of an event or the existence of facts and circumstances that would require additional disclosure of material information by PLX in the registration statement or such filing, as to which 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 a "Suspension Event") that would make it impractical or unadvisable in the good faith judgment of the Board of Directors of PLX, 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. PLX shall notify the 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 written a suspension notice (a “Notice of Suspension”"Suspension Notice") to such Holder. If not more than 72 hours prior to the Holder, to delay the filing or effectiveness receipt of a Registration Statement or require Suspension Notice, a Holder has provided PLX with written notice of a proposed sale of Registrable Securities, the Holder to may sell Registrable Securities as specified in such notice, and thereafter the Holder shall suspend the use of the Prospectus for all sales of Registrable Securities under an effective until such sales may be recommenced pursuant to the provisions of this Section. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement for a reasonable period or such filings following further notice to such effect from PLX to the Shareholders' Agent, which notice shall be given by PLX not later than two (2) business days after the conclusion of time not to exceed forty-five (45) consecutive days or sixty (60) days in the aggregate in any twelve (12)-month period Suspension Event (a “Suspension Period”) if the Company Board (or the executive committee thereof) determines "Termination Notice"). If so directed by PLX, each Holder will deliver to PLX all copies, other than permanent file copies then in good faith that such filingHolder's possession, effectiveness or use would (i) require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Company that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company; provided, prospectus covering such shares of Registrable Securities that if was current at the time of receipt of such notice by the Holder, the Holder shall have sold all or a portion of the Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the sale of such Registrable Securities) pursuant to an effective Registration Statement and the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Notice of Suspension, the Holder shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminatednotice.