Common use of Suspension of Resales Clause in Contracts

Suspension of Resales. The Company shall be entitled to suspend the use of the prospectus forming the part of any registration statement which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and the chief executive officer or 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, after consultation with counsel, such officers have 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 aggregate period of suspension under this Section 4.4, when combined with the aggregate period of any delay under Section 2.5 hereof, may not exceed, in any twelve-month period, more than 120 days unless the holders of a majority in interest of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension. Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written certification it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise 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.

Suspension of Resales. The Company shall be entitled to suspend suspend, for up to ninety (90) days, the use of the prospectus forming the part of any registration statement which has theretofore become effective at any time if, if the Board determines in the good faith judgment (which determination by the Board shall be certified in writing by the chief executive officer or chief financial officer of the Company, Company to ULSE) that there is a material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and public, the chief executive officer or chief financial officer disclosure of the Company certifies in writing which would be materially detrimental to the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that, after consultation with counsel, such officers have 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 number of suspensions under this Section 4.3 may not exceed two (2) in any twelve (12) month period and the aggregate period of suspension under this Section 4.44.3, when combined with the aggregate period of any delay under Section 2.5 hereof, may not exceed, exceed one hundred twenty (120) days in any twelve-twelve (12) month period; and provided, more than 120 days unless the holders of a majority in interest of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension. Each holder of Registrable Securities included in further, that during any such registration statement and suspension period, the Company shall not previously sold thereunder register any Common Stock for its own account or otherwise. ULSE agrees that that, upon its receipt of such written certification it certification, ULSE will immediately discontinue discontinue, or cause the discontinuation of, the sale of any Registrable Securities pursuant to such registration statement or otherwise until such holder ULSE has received copies of the supplemented or amended prospectus or until such holder ULSE 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.

Suspension of Resales. The Company shall be entitled to suspend for up to 60 days the use of the prospectus forming the part of any registration statement statement, including a Shelf Registration Statement, which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to the business, results of operations, condition (financial or otherotherwise) or prospects of the Company that has not been disclosed to the general public and the chief executive officer or chief financial officer of the Company certifies notifies in writing to the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that, after consultation with counsel, that such officers have 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 aggregate period of suspension Company may not exercise its rights under this Section 4.45.03 more than twice in any 12-month period and the duration of such suspensions shall not, when combined taken together with any postponements pursuant to Section 2.06, exceed 90 days in the aggregate period of any delay under Section 2.5 hereof, may not exceed, in any twelve12-month period, more than 120 days period (unless the holders of a majority in interest of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension). Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written certification notification it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such holder has received copies of the supplemented or amended prospectus or until such holder is advised by the Company 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.

Suspension of Resales. The Company shall be entitled to suspend the use of the prospectus forming the part of any registration statement which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and the chief executive officer or 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, after consultation with counsel, such officers have 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 aggregate period of suspension under this Section 4.45.4, when combined with the aggregate period of any delay under Section 2.5 hereof, may not exceed, in any twelve-month period, more than 120 one hundred twenty (120) days unless the holders of a majority in interest of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension. Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written certification it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise 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.

Suspension of Resales. The Company shall be entitled to suspend the use of the prospectus forming the part of any registration statement which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to the condition (financial or other) of the Company that has not been disclosed to the general public and the chief executive officer or 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, after consultation with counsel, such officers have 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 aggregate period of suspension under this Section 4.45.3, when combined with the aggregate period of any delay under Section 2.5 hereof, may not exceed, in any twelve-twelve (12) month period, more than 120 one hundred twenty (120) days unless the holders of a majority in interest of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension. Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written certification it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise 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.

Suspension of Resales. The Company shall be entitled to suspend for up to 60 days the use of the prospectus forming the part of any registration statement statement, including a Shelf Registration Statement, which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to the business, results of operations, condition (financial or otherotherwise) or prospects of the Company that has not been disclosed to the general public and the chief executive officer or chief financial officer of the Company certifies notifies in writing to the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that, after consultation with counsel, that such officers have 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 aggregate period of suspension Company may not exercise its rights under this Section 4.45.4 more than twice in any 12-month period and the duration of such suspensions shall not, when combined taken together with any postponements pursuant to Section 2.6, exceed 90 days in the aggregate period of any delay under Section 2.5 hereof, may not exceed, in any twelve-12 month period, more than 120 days period (unless the holders of a majority in interest of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension). Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written certification notification it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such holder has received copies of the supplemented or amended prospectus or until such holder is advised by the Company 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.

Suspension of Resales. The Company shall be entitled to suspend for up to 45 days the use of the prospectus forming the part of any registration statement statement, including a Shelf Registration Statement, which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to adverse change in the condition (condition, financial or other) otherwise, prospects, earnings or business affairs of the Company that has not been disclosed to the general public and the chief executive officer or chief financial officer of the Company certifies notifies in writing to the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that, after consultation with counsel, that such officers have 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 aggregate period of suspension Company may not exercise its rights under this Section 4.45.03 more than three times in any 12-month period and the duration of such suspensions shall not, when combined taken together with any postponements pursuant to Section 2.06, exceed 90 days in the aggregate period of any delay under Section 2.5 hereof, may not exceed, in any twelve12-month period, more than 120 days period (unless the holders of a majority in interest at least 10% of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension). Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written certification notification it will immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such holder has received copies of the supplemented or amended prospectus or until such holder is advised by the Company 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.

Suspension of Resales. The Company shall be entitled to suspend for up to 45 days the use of the prospectus forming the part of any registration statement statement, including a Shelf Registration Statement, which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to adverse change in the condition (condition, financial or other) otherwise, prospects, earnings or business affairs of the Company that has not been disclosed to the general public and the chief executive officer or chief financial officer of the Company certifies notifies in writing to the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that, after consultation with counsel, that such officers have 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 aggregate period of suspension Company may not exercise its rights under this Section 4.45.03 more than three times in any 12-month period and the duration of such suspensions shall not, when combined taken together with any postponements pursuant to Section 2.06, exceed 90 days in the aggregate period of any delay under Section 2.5 hereof, may not exceed, in any twelve12-month period, more than 120 days period (unless the holders of a majority in interest at least 10% of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension). Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written certification notification it will shall immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such holder has received copies of the supplemented or amended prospectus or until such holder is advised by the Company 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.