Common use of Suspension of Resales Clause in Contracts

Suspension of Resales. The Company shall be entitled to (a) cause any Incidental Registration Statement to be withdrawn and its effectiveness terminated, (b) postpone amending or supplementing such Incidental Registration Statement or (c) suspend the use of the prospectus forming the part of any Incidental Registration Statement which has theretofore become effective, for up to 60 days (a “Suspension Period”), if, (A) there is any pending or contemplated material acquisition, corporate reorganization or other material matter involving the Company or there is any pending or contemplated financing by the Company (each, a “Material Transaction”) and (B) the CEO or CFO of the Company notifies in writing the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to suspend the use of such prospectus; provided, however, that the Company may not exercise its rights under this Section 3.3 more than once in any 12-month period and the duration of such suspension shall not exceed 60 days (unless the holders of a majority of the unsold Registrable Securities included in such Registration Statement and not previously sold thereunder consent in writing to a longer suspension). Upon notice by the Company to each holder of Registrable Securities included in any such Registration Statement and not previously sold thereunder of any such determination, such holder of Registrable Securities covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Suspension Period pursuant to clause (ii) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of such Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in such holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice.

Suspension of Resales. The Company shall be entitled to (a) cause any Incidental Registration Statement to be withdrawn and its effectiveness terminated, (b) postpone amending or supplementing such Incidental Registration Statement or (c) suspend the use of the prospectus forming the part of any Incidental Registration Statement registration statement which has theretofore become effective, for up to 60 days (a “Suspension Period”), effective at any time if, (A) in the good faith judgment of the Company, there is any pending a material development relating to the condition (financial or contemplated material acquisition, corporate reorganization or other material matter involving the Company or there is any pending or contemplated financing by the Company (each, a “Material Transaction”other) and (B) the CEO or CFO of the Company notifies that has not been disclosed to the general public and the Chief Executive Officer and Chief Financial Officer of the Company certifies in writing to the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that that, after consultation with counsel, such officer has officers have reasonably concluded that under such circumstances it would be in the Company’s 's best interest to suspend the use of such prospectus; provided, however, provided that the Company may not exercise its rights aggregate period of suspension under this Section 3.3 3, when combined with the aggregate period of any delay under Section 1.1(f) hereof, may not exceed, in any twelve-month period, more than once in any 12-month period and the duration of such suspension shall not exceed 60 90 days (unless the holders of a majority at least 67% of the unsold Registrable Securities included in such Registration Statement registration statement and not previously sold thereunder consent in writing to a longer suspension)suspension of up to an additional 90 days. Upon notice by the Company to each Each holder of Registrable Securities included in any such Registration Statement registration statement and not previously sold thereunder agrees that upon its receipt of any such determinationwritten certification, such holder of Registrable Securities covenants that it shall keep immediately discontinue the fact of any such notice strictly confidential, and, in the case of a Suspension Period pursuant to clause (ii) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates sale of any Registrable Securities for the duration pursuant to such registration statement until such holder has received copies of the Suspension Period set forth supplemented or amended prospectus referred to in such notice (Section 2(h) hereof or until such Suspension Period shall be earlier terminated holder is advised in writing that the use of the prospectus forming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus (provided that in no event shall any such holder be precluded hereby from the sale of any Registrable Securities pursuant to such registration statement for longer than the period that the Company is permitted to suspend the use of the prospectus forming a part of such registration statement as provided above). In addition, each such holder agrees that it will either (i) destroy any prospectuses, other than permanent file copies, then in such holder's possession which have been replaced by the CompanyCompany with more recently dated prospectuses or (ii) and promptly halt any use, publication, dissemination or distribution of such Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies all copies, other than permanent file copies, then in such holder’s 's possession of the prospectus covering such Registrable Securities that was in effect current at the time of receipt of such noticethe aforesaid written certification.

Suspension of Resales. The Company shall be entitled to (a) cause any Incidental Registration Statement to be withdrawn and its effectiveness terminated, (b) postpone amending or supplementing such Incidental Registration Statement or (c) suspend the use of the prospectus forming the part of any Incidental Registration Statement Statement, including a Shelf Registration Statement, which has theretofore become effective, for up to 60 days (a “Suspension Period”), if, (A) there is any pending or contemplated material acquisition, corporate reorganization or other material matter involving the Company or there is any pending or contemplated financing by the Company (each, a “Material Transaction”) Transaction has occurred and (B) the CEO or CFO of the Company notifies in writing the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to suspend the use of such prospectus; provided, however, that the Company may not exercise its rights under this Section 3.3 6.5 more than once in any 12-month period and the duration of such suspension shall not exceed 60 days (unless the holders of a majority of the unsold Registrable Securities included in such Registration Statement and not previously sold thereunder consent in writing to a longer suspension). Upon notice by the Company to each holder of Registrable Securities included in any such Registration Statement and not previously sold thereunder of any such determination, such holder of Registrable Securities covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Suspension Period pursuant to clause (ii) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of such Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in such holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice.

Suspension of Resales. The holders of the Registrable Stock acknowledge that there may occasionally be times when the Company shall be entitled desires to (a) cause any Incidental Registration Statement to be withdrawn and its effectiveness terminated, (b) postpone amending or supplementing such Incidental Registration Statement or (c) suspend the use of the prospectus forming the a part of any Incidental the Registration Statement, times when the offering of the Registrable Stock would interfere with certain material corporate transactions, or times when there exists certain material non-public information concerning the Company. Accordingly, the Company may suspend sales pursuant to such Registration Statement which has theretofore become effective, for a period of up to 60 days (unless the holders of at least a “Suspension Period”)majority of the Registrable Stock consent in writing to a longer delay of up to an additional 30 days) if the Company furnishes to the holders of the Registrable Stock a certificate signed by the President of the Company stating that in the good faith judgment of the Company's Board of Directors, ifafter consulting with legal counsel (i) the offering would interfere in any material respect with any financing, (A) there is any pending or contemplated material acquisition, corporate reorganization or other material matter involving transaction occurring or under consideration by the Company or (ii) there is any pending some other material development relating to the condition (financial or contemplated financing by the Company (each, a “Material Transaction”other) and (B) the CEO or CFO of the Company notifies in writing that has not been disclosed to the holders of the Registrable Securities included in such registration statement general public and not previously sold thereunder that such officer has reasonably concluded that under such circumstances as to which it would be is in the Company’s 's best interest interests and lawful not to suspend the use of disclose such prospectusdevelopment; provided, however, provided that the Company aggregate periods of delay may not exercise its rights under this Section 3.3 more than once extend, in any 12-month period and the duration of such suspension shall not exceed period, for more than 60 days (unless the holders of a majority of the unsold Registrable Securities included in such Registration Statement and not previously sold thereunder Stock consent in writing to a longer suspensiondelay of up to an additional 30 days. The Company will notify the holders of Registrable Stock in any of such events (in each case, a "Black Out Notice"). The Investors hereby acknowledge and agree that the Company need not provide any specific information with respect to the event which gives rise to the delivery of a Black Out Notice and the Investors further acknowledge and agree that the fact of delivery of a Black Out Notice and the contents of such Black Out Notice will be kept confidential by the Investors. Upon notice its receipt of a Black Out Notice each holder agrees to immediately discontinue the sale of any Registrable Stock pursuant to the Registration Statement until such holder has received copies of the supplemented or amended prospectus referred to in Section 5(j) or until such holder is advised in writing that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus. If the Company notifies the selling holder that a Black Out Notice has been issued and remains in effect, the Company will notify such selling holder as soon as practicable after the termination of such Black Out Notice and any necessary supplements or amendments to the Registration Statement have been made pursuant to Section 5 above. In addition, the Investor agrees that it will either (x) destroy any prospectuses, other than permanent file copies, then in such holder's possession which have been replaced by the Company to each holder of Registrable Securities included in any such Registration Statement and not previously sold thereunder of any such determination, such holder of Registrable Securities covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Suspension Period pursuant to clause with more recently dated prospectuses or (iiy) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of such Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies all copies, other than permanent file copies, then in such holder’s 's possession of the prospectus covering such Registrable Securities Stock that was in effect current at the time of receipt of such noticethe Black Out Notice. The period during which the Company is required to continue the effectiveness of a registration statement under Section 5(a) will be tolled for all periods of time during which resales are suspended under this Section 6.

Suspension of Resales. The Company shall be entitled to (a) cause any Incidental Registration Statement to be withdrawn and its effectiveness terminated, (b) postpone amending or supplementing such Incidental Registration Statement or (c) suspend for a period not in excess of 90 days the use of the prospectus forming the part of any Incidental Registration Statement registration statement which has theretofore become effective, for up to 60 days (a “Suspension Period”), effective at any time if, (A) in the good faith judgment of the Company, there is any pending a material development relating to the condition (financial or contemplated material acquisition, corporate reorganization or other material matter involving the Company or there is any pending or contemplated financing by the Company (each, a “Material Transaction”other) and (B) the CEO or CFO of the Company notifies that has not been disclosed to the general public and the Chief Executive Officer and Chief Financial Officer of the Company certifies in writing to the holders of the Registrable Securities Shares included in such registration statement and not previously sold thereunder that that, after consultation with counsel, such officer has officers have reasonably concluded that under such circumstances it would be in the Company’s 's best interest to suspend the use of such prospectus; provided, however, that . The holders of the Company may not exercise its rights under this Section 3.3 more than once Registrable Shares included in any 12-month period and the duration of such suspension shall not exceed 60 days (unless the holders of a majority of the unsold Registrable Securities included in such Registration Statement registration statement and not previously sold thereunder consent agree that upon its receipt of such written certification, it shall immediately discontinue the sale of any Registrable Shares pursuant to such registration statement until such holder has received copies of the supplemented or amended prospectus or until such holder is advised in writing that the use of the prospectus forming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus (provided that in no event shall any such holder be precluded hereby from the sale of any Registrable Shares pursuant to such registration statement for longer than the period that the Company is permitted to suspend the use of the prospectus forming a longer suspensionpart of such registration statement as provided above). Upon notice In addition, such holder agrees that it will either (i) destroy any prospectuses, other than permanent file copies, then in such holder's possession which have been replaced by the Company to each holder of Registrable Securities included in any such Registration Statement and not previously sold thereunder of any such determination, such holder of Registrable Securities covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Suspension Period pursuant to clause with more recently dated prospectuses or (ii) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of such Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies all copies, other than permanent file copies, then in such holder’s 's possession of the prospectus covering such Registrable Securities Shares that was in effect current at the time of receipt of such noticethe aforesaid written certification.

Suspension of Resales. The holders of the Registrable Stock acknowledge that there may occasionally be times when the Company shall be entitled desires to (a) cause any Incidental Registration Statement to be withdrawn and its effectiveness terminated, (b) postpone amending or supplementing such Incidental Registration Statement or (c) suspend the use of the prospectus forming the a part of any Incidental the Registration Statement, times when the offering of the Registrable Stock would interfere with certain material corporate transactions or times when there exists certain material non-public information concerning the Company. Accordingly, the Company may suspend sales pursuant to such Registration Statement which has theretofore become effective, for a period of up to 60 days (unless the holders of at least a “Suspension Period”), ifmajority of the Registrable Stock consent in writing to a longer delay of up to an additional 30 days) if the Company furnishes to the holders of the Registrable Stock a certificate signed by the President of the Company stating that in the good faith judgment of the Company's Board of Directors, (Ai) there is the offering would interfere in any pending or contemplated material respect with any financing, acquisition, corporate reorganization or other material matter involving transaction occurring or under consideration by the Company or (ii) there is any pending some other material development relating to the condition (financial or contemplated financing by the Company (each, a “Material Transaction”other) and (B) the CEO or CFO of the Company notifies in writing that has not been disclosed to the holders of the Registrable Securities included in such registration statement general public and not previously sold thereunder that such officer has reasonably concluded that under such circumstances as to which it would be is in the Company’s 's best interest interests and lawful not to suspend the use of disclose such prospectusdevelopment; provided, however, provided that the Company aggregate periods of delay may not exercise its rights under this Section 3.3 extend, in any twelve-month period, for more than once in any 12-month period and the duration of such suspension shall not exceed 60 days (unless the holders of a majority of the unsold Registrable Securities included in such Registration Statement and not previously sold thereunder Stock consent in writing to a longer suspensiondelay of up to an additional 30 days. The Company will notify the holders of Registrable Stock in any of such events (in each case, a "Black Out Notice"). The Investors hereby acknowledge and agree that the Company need not provide any specific information with respect to the event which gives rise to the delivery of a Black Out Notice and the Investors further acknowledge and agree that the fact of delivery of a Black Out Notice and the contents of such Black Out Notice will be kept confidential by the Investors. Upon notice its receipt of a Black Out Notice each holder agrees to immediately discontinue the sale of any Registrable Stock pursuant to the Registration Statement until such holder has received copies of the supplemented or amended prospectus referred to in Section 5(i) or until such holder is advised in writing that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus. If the Company notifies the selling holder that a Black Out Notice has been issued and remains in effect, the Company will notify such selling holder as soon as practicable after the termination of such Black Out Notice and any necessary supplements or amendments to the Registration Statement have been made pursuant to Section 5 above. In addition, the Investor agrees that it will either (x) destroy any prospectuses, other than permanent file copies, then in such holder's possession which have been replaced by the Company to each holder of Registrable Securities included in any such Registration Statement and not previously sold thereunder of any such determination, such holder of Registrable Securities covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Suspension Period pursuant to clause with more recently dated prospectuses or (iiy) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of such Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies all copies, other than permanent file copies, then in such holder’s 's possession of the prospectus covering such Registrable Securities Stock that was in effect current at the time of receipt of such noticethe Black Out Notice. The period during which the Company is required to continue the effectiveness of a registration statement under Section 5(a) will be tolled for all periods of time during which resales are suspended under this Section 6.

Suspension of Resales. The holders of the Registrable Stock acknowledge that there may occasionally be times when the Company shall be entitled to (a) cause any Incidental Registration Statement to be withdrawn and its effectiveness terminated, (b) postpone amending or supplementing such Incidental Registration Statement or (c) must suspend the use of the prospectus forming the a part of any Incidental the Registration Statement which has theretofore become effectiveStatement, in the event that Form S-3 becomes unavailable to the Company, if the offering of the Registrable Stock would interfere with certain material corporate transactions or if there exists certain material non-public information concerning the Company. Accordingly, the Company may suspend sales pursuant to such Registration Statement: (a) if the holders of the Registrable Stock are notified in writing by the Company that Form S-3 is not available for the sale of securities by such holders, for such period of unavailability; and (b) for a period of up to 60 120 days (unless the holders of at least a “Suspension Period”), ifmajority of the Registrable Stock consent in writing to a longer delay of up to an additional 60 days) if the Company furnishes to the holders of the Registrable Stock a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors, (Ai) there is the offering would interfere in any pending or contemplated material respect with any financing, acquisition, corporate reorganization or other material matter involving transaction under consideration by the Company or (ii) there is any pending some other material development relating to the condition (financial or contemplated financing by the Company (each, a “Material Transaction”other) and (B) the CEO or CFO of the Company notifies in writing that has not been disclosed to the holders of the Registrable Securities included in such registration statement general public and not previously sold thereunder that such officer has reasonably concluded that under such circumstances as to which it would be is in the Company’s 's best interest interests not to suspend the use of disclose such prospectusdevelopment; provided, however, provided that the Company aggregate period of delay under this subparagraph (b) may not exercise its rights under this Section 3.3 extend, in any twelve-month period, for more than once in any 12-month period and the duration of such suspension shall not exceed 60 120 days (unless the holders of a majority of the unsold Registrable Securities included in such Registration Statement and not previously sold thereunder Stock consent in writing to a longer suspensiondelay of up to an additional 60 days. The Company will notify the holders of Registrable Stock in any of such events (in each case, a "Black Out Notice"). Upon notice Each such holder agrees that upon its receipt of a Black Out Notice such holder shall immediately discontinue the sale of any Registrable Stock pursuant to the Registration Statement until such holder has received copies of the supplemented or amended prospectus referred to in Section 3(i) or until such holder is advised in writing that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus. In addition, the holder agrees that it will either (x) destroy any prospectuses, other than permanent file copies, then in such holder's possession which have been replaced by the Company to each holder of Registrable Securities included in any such Registration Statement and not previously sold thereunder of any such determination, such holder of Registrable Securities covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Suspension Period pursuant to clause with more recently dated prospectuses or (iiy) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of such Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies all copies, other than permanent file copies, then in such holder’s 's possession of the prospectus covering such Registrable Securities Stock that was in effect current at the time of receipt of such noticethe Black Out Notice. The period during which the Company is required to continue the effectiveness of a registration statement under Section 3(a) will be tolled for all periods of time during which resales are suspended under this Section 4.

Suspension of Resales. The Company shall be entitled to (a) cause any Incidental Registration Statement to be withdrawn and its effectiveness effectives terminated, (b) postpone amending or supplementing such Incidental Registration Statement or (c) suspend the use of the prospectus forming the part of any Incidental Registration Statement Statement, including a Shelf Registration Statement, which has theretofore become effective, for up to 60 days (a “Suspension Period”), if, (A) there is any pending or contemplated material acquisition, corporate reorganization or other material matter involving the Company or there is any pending or contemplated financing by the Company (each, a “Material Transaction”) Transaction has occurred and (B) the CEO or CFO of the Company notifies in writing the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to suspend the use of such prospectus; provided, however, that the Company may not exercise its rights under this Section 3.3 8.5 more than once in any 12-month period and the duration of such suspension shall not exceed 60 days (unless the holders of a majority of the unsold Registrable Securities included in such Registration Statement and not previously sold thereunder consent in writing to a longer suspension). Upon notice by the Company to each holder of Registrable Securities included in any such Registration Statement and not previously sold thereunder of any such determination, such holder of Registrable Securities covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Suspension Period pursuant to clause (ii) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of such Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Suspension Period set forth in such notice (or until such Suspension Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in such holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice.