Common use of Suspension of Registration Clause in Contracts

Suspension of Registration. If the filing, initial effectiveness or continued use of the Shelf Registration Statement at any time would require the Issuer to make an Adverse Disclosure or, if in the good faith judgment of the Board of Directors, there exists a Valid Business Reason, the Issuer may, upon giving prompt written notice of such action to the holders, delay the filing or initial effectiveness of, or suspend use of, the Shelf Registration Statement; provided, however, that the Issuer shall not be permitted to do so (A) more than one time during any three-month period, (B) for a period exceeding 45 days on any one occasion or (C) for a period exceeding 90 days in any 12-month period. In the event the Issuer exercises its rights under the preceding sentence, the holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to the Shelf Registration and any Issuer Free Writing Prospectuses in connection with any sale or offer to sell Registrable Securities. The Issuer shall immediately notify the holders upon the expiration of any period during which it exercised its rights under this Section 2.1(c). The Issuer represents that it currently has no knowledge of any circumstance that would reasonably be expected to cause the Issuer to exercise its rights under this Section 2.1(c).

Suspension of Registration. If the filing, initial effectiveness or continued use of the Shelf a Registration Statement in respect of a Demand Registration at any time would require the Issuer to make an Adverse Disclosure or, if in the good faith judgment of the Board of Directors, there exists it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Issuer (a “Valid Business Reason”), the Issuer may, upon giving prompt written notice of such action to the holders, delay the filing or initial effectiveness of, or suspend use of, the Shelf such Registration Statement; provided, however, that the Issuer shall not be permitted to do so (A) more than one time during any three-month period, (B) for a period exceeding 45 days on any one occasion or (C) for a period exceeding 90 days in any 12-month period. In the event the Issuer exercises its rights under the preceding sentence, the holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to the Shelf Demand Registration and any Issuer Free Writing Prospectuses Prospectus in connection with any sale or offer to sell Registrable Securities. The Issuer shall immediately notify the holders upon of the expiration of any period during which it exercised its rights under this Section 2.1(c2.2(e). The Issuer represents that it currently has no knowledge of any circumstance that would reasonably be expected to cause the Issuer to exercise its rights under this Section 2.1(c2.2(e).

Suspension of Registration. If the filing, initial effectiveness or continued use of the Shelf a Registration Statement in respect of a Demand Registration at any time would require the Issuer to make an Adverse Disclosure or, if in the good faith judgment of the Board of Directors, there exists it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Issuer (a "Valid Business Reason"), the Issuer may, upon giving prompt written notice of such action to the holders, delay the filing or initial effectiveness of, or suspend use of, the Shelf such Registration Statement; provided, however, that the Issuer shall not be permitted to do so (A) more than one time during any three-month period, (B) for a period exceeding 45 days on any one occasion or (C) for a period exceeding 90 days in any 12-month period. In the event the Issuer exercises its rights under the preceding sentence, the holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to the Shelf Demand Registration and any Issuer Free Writing Prospectuses Prospectus in connection with any sale or offer to sell Registrable Securities. The Issuer shall immediately notify the holders upon of the expiration of any period during which it exercised its rights under this Section 2.1(c2.2(e). The Issuer represents that it currently has no knowledge of any circumstance that would reasonably be expected to cause the Issuer to exercise its rights under this Section 2.1(c2.2(e).

Suspension of Registration. If the filing, initial effectiveness or continued use of the Shelf a Registration Statement in respect of a Demand Registration at any time would require the Issuer to make an Adverse Disclosure or, if or would require the inclusion in such Registration Statement of financial statements that cannot be obtained by the good faith judgment Issuer through commercially reasonable efforts (as determined by the senior management of the Board of Directors, there exists a Valid Business ReasonIssuer in good faith), the Issuer may, upon giving prompt written notice of such action to the holdersHolder, delay the filing or initial effectiveness of, or suspend use of, the Shelf such Registration Statement; provided, however, that the Issuer shall not be permitted to do so (A) more than one time during any three-month period, (B) Statement for a period exceeding 45 days on any one occasion or of time (Ceach, a “Suspension Period”) determined in good faith by the Issuer to be necessary for a period exceeding 90 days in any 12-month periodsuch purpose. In the event the Issuer exercises its rights under the preceding sentence, the holders agree Holder agrees to suspend, immediately upon their its receipt of the notice referred to above, their its use of the Prospectus relating to the Shelf Demand Registration and any Issuer Free Writing Prospectuses in connection with any sale or offer to sell Registrable SecuritiesSecurities and agrees not to disclose to any other Person the fact that the Issuer has exercised such rights or any related facts; provided, that (A) there are no more than three Suspension Periods in any 12-month period, (B) the duration of any one Suspension Period may not exceed 60 days and (C) the duration of all Suspension Periods in any 12-month period may not exceed 90 days. The Issuer shall immediately promptly notify the holders upon Holder of the expiration of any period Suspension Period during which it exercised its rights under this Section 2.1(c). The Issuer represents that it currently has no knowledge of any circumstance that would reasonably be expected to cause the Issuer to exercise its rights under this Section 2.1(c2.1(e).