Common use of Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights Clause in Contracts

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; or (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), ) or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that a Holder exercises a demand right pursuant to Section 2.1 and the related offering is expected to, or may, occur during a quarterly earnings blackout period of the Company (such blackout periods determined in accordance with the Company’s written xxxxxxx xxxxxxx compliance program adopted by the Board), the Company and such Holder shall act reasonably and work cooperatively in view of such quarterly earnings blackout period.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; or (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), ) or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that a Holder exercises a demand right pursuant to Section 2.1 and the related offering is expected to, or may, occur during a quarterly earnings blackout period of the Company (such blackout periods determined in accordance with the Company’s written xxxxxxx xxxxxxx compliance program adopted by the Board), the Company and such Holder shall act reasonably and work cooperatively in view of such quarterly earnings blackout period.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 (a) Upon receipt of written notice from the Company that: (a) that a Registration Statement or Prospectus contains a Misstatement; (b) any request by upon written notice from the Company that the Commission for any has requested an amendment or supplement to any a Registration Statement or Prospectus or for additional information information, or of the occurrence of an event requiring has occurred that requires the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by if the CompanyCompany has, pursuant to a written xxxxxxx ixxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all Board with respect to “insiders” covered by such program to transact including the relevant Holder, suspended transactions in the Company’s securities because of the existence of material non-public informationsecurities, each of the Holders (in the case of (a) and (b)) or the relevant Holder(s) (in the case of (c)) shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), ) or until it such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, or resumed (y) in the case of (ca) or (b)), or until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by removed (in the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, case of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice(c)).

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company HoldCo that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the CompanyHoldCo, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the CompanyHoldCo’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company HoldCo hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company HoldCo that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the CompanyHoldCo’s securities is removed, and, if so directed by the CompanyXxxxXx, each such Holder will deliver to the Company HoldCo all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 (a) Upon receipt of written notice from the Company that: (a) that a Registration Statement or Prospectus contains a Misstatement; (b) any request by upon written notice from the Company that the Commission for any has requested an amendment or supplement to any a Registration Statement or Prospectus or for additional information information, or of the occurrence of an event requiring has occurred that requires the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by if the CompanyCompany has, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all Board with respect to “insiders” covered by such program to transact including the relevant Holder, suspended transactions in the Company’s securities because of the existence of material non-public information, each of the Holders (in the case of (a) and (b)) or the relevant Holder(s) (in the case of (c)) shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or resumed (y) in the case of (ca) or (b), ) or until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by removed (in the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, case of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice(c)).

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written xxxxxxx ixxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 (b) Upon receipt of written notice from the Company that: (a) that a Registration Statement or Prospectus contains a Misstatement; , (b) any request by upon written notice from the Company that the Commission for any has requested an amendment or supplement to any a Registration Statement or Prospectus or for additional information information, or of the occurrence of an event requiring has occurred that requires the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by if the CompanyCompany has, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all Board with respect to “insiders” covered by such program to transact including the relevant Holder, suspended transactions in the Company’s securities because of the existence of material non-public information, each of the Holders (in the case of (a) and (b)) or the relevant Holder(s) (in the case of (c)) shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or resumed (y) in the case of (ca) or (b), ) or until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by removed (in the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, case of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice(c)).

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 (a) (i) Upon receipt of written notice from the Company that: (a) that a Registration Statement or Prospectus contains a Misstatement; (bii) any request by upon written notice from the Company that the Commission for any has requested an amendment or supplement to any a Registration Statement or Prospectus or for additional information information, or of the occurrence of an event requiring has occurred that requires the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (ciii) upon any suspension by if the CompanyCompany has, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all Board with respect to “insiders” covered by such program to transact including the relevant Holder, suspended transactions in the Company’s securities because of the existence of material non-public information, each of the Holders (in the case of (i) and (ii)) or the relevant Holder(s) (in the case of (iii)) shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or resumed (y) in the case of (ci) or (ii), ) or until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by removed (in the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, case of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice(iii)).

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 (a) Upon receipt of written notice from the Company that: (a) that a Registration Statement or Prospectus contains a Misstatement; (b) any request by upon written notice from the Company that the Commission for any has requested an amendment or supplement to any a Registration Statement or Prospectus or for additional information information, or of the occurrence of an event requiring has occurred that requires the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by if the CompanyCompany has, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all Board with respect to “insiders” covered by such program to transact including the relevant Holder, suspended transactions in the Company’s securities because of the existence of material non-public informationsecurities, each of the Holders (in the case of (a) and (b)) or the relevant Holder(s) (in the case of (c)) shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), ) or until it such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, or resumed (y) in the case of (ca) or (b)), or until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by removed (in the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, case of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice(c)).

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company Holdco that: (ai) a Registration Statement or Prospectus contains a Misstatement; (bii) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingMisstatement; or (ciii) upon any suspension by the CompanyHoldco, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the CompanyHoldco’s securities because of the existence of material non-public information, each of the Holders Investors shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (ai) or (bii), it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company Holdco hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company Holdco that the use of the Prospectus may be resumed, or (y) in the case of (ciii), until the restriction on the ability of “insiders” to transact in the CompanyHoldco’s securities is removed, and, if so directed by the CompanyHoldco, each such Holder Investor will deliver to the Company Holdco all copies, other than permanent file copies then in such HolderInvestor’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company Holdco that: (ai) a Registration Statement or Prospectus contains a Misstatement; (bii) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingMisstatement; or (ciii) upon any suspension by the CompanyHoldco, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the CompanyHoldco’s securities because of the existence of material non-public information, each of the Holders Investors shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (ai) or (bii), it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company Holdco hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company Holdco that the use of the Prospectus may be resumed, or (y) in the case of (ciii), until the restriction on the ability of “insiders” to transact in the CompanyHoldco’s securities is removed, and, if so directed by the CompanyXxxxxx, each such Holder Investor will deliver to the Company Holdco all copies, other than permanent file copies then in such HolderInvestor’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written xxxxxxx ixxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon (a)Upon receipt of written notice from the Company that: (ai) a Registration Statement or Prospectus contains a Misstatement; (bii) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities ​ covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (ciii) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (ai) or (bii), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (y) in the case of (ciii), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 (a) (i) Upon receipt of written notice from the Company that: (a) that a Registration Statement or Prospectus contains a Misstatement; (bii) any request by upon written notice from the Company that the Commission for any has requested an amendment or supplement to any a Registration Statement or Prospectus or for additional information information, or of the occurrence of an event requiring has occurred that requires the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (ciii) upon any suspension by if the CompanyCompany has, pursuant to a written xxxxxxx ixxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all Board with respect to “insiders” covered by such program to transact including the relevant Holder, suspended transactions in the Company’s securities because of the existence of material non-public information, each of the Holders (in the case of (i) and (ii)) or the relevant Holder(s) (in the case of (iii)) shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or resumed (y) in the case of (ci) or (ii), ) or until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by removed (in the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, case of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice(iii)).

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 3.4.1 Upon receipt of written notice from the Company New PubCo that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the CompanyNew PubCo, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the CompanyNew PubCo’s securities because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company New PubCo hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company New PubCo that the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to transact in the CompanyNew PubCo’s securities is removed, and, if so directed by the CompanyNew PubCo, each such Holder ​ will deliver to the Company New PubCo all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.