Suspension of Shelf Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Global Stockholders, to require the Stockholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for a reasonable period of time not to exceed 60 days in succession or 105 days in the aggregate in any 12 month period (a “Suspension Period”), if (i) the Board determines in good faith and in its reasonable judgment that the effectiveness and use of such Shelf Registration Statement would cause the disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential or (ii) the Company determines that it does not have all requisite audited and other financial information publicly available and such financial information not then publicly available contains material information. Immediately upon receipt of such notice, the Stockholders covered by the Shelf Registration Statement shall discontinue the disposition of Registrable Securities under such Shelf Registration Statement until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made or the requisite financial information becomes publicly available, as applicable. After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Suspension of Shelf Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Parent shall be entitled to suspend the use of the Shelf Registration Statement for a period of time not to exceed 30 days in succession or 90 days in the aggregate in any 12-month period (a “Suspension Period”); provided that the Parent shall deliver a written certificate to the Holders and the Other Holders signed by either the Chief Executive Officer of the Parent or the Chief Financial Officer of the Parent, certifying that the Parent has determined, in its good faith judgment, that such action or proposed action (x) would adversely affect or interfere with any proposal or plan by the Parent or any of its affiliates to engage in any material financing or in any material acquisition, merger, consolidation, tender offer, business combination, securities offering or other material transaction or (y) would require the Parent to make an Adverse Disclosure. Notwithstanding the foregoing, the Parent shall have the right, exercisable one time under this Section 2.01(e), to extend the successive 30-day or aggregate 90-day Suspension Period limitation for up to an additional 15 days, provided that the Parent shall deliver a written certificate to the Holders and the Other Holders signed by either the Chief Executive Officer of the Parent or the Chief Financial Officer of the Parent certifying that the Parent has a proposal or plan with respect to a material acquisition, merger, consolidation, tender offer, business combination or other strategic transaction and that, in its good faith judgment, such action would adversely affect or interfere with such proposal or plan. Immediately upon receipt of such notice, the Holders and Other Holders covered by the Shelf Registration Statement shall discontinue the disposition of Registrable Securities under such Shelf Registration Statement until the requisite changes to the Prospectus have been made as required below. Each Holder and Other Holder shall keep, and shall cause the Holders’ Counsel, to keep, confidential any communications received from the Parent regarding the suspension of the use of the Shelf Registration Statement. The Parent agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify the Holders and the Other Holders of such termination. Upon the occurrence of any Suspension Period, the Two Year Period shall be extended by the number of days during the Suspension Period.
Suspension of Shelf Registration Statement. The Company's obligation to keep the Shelf Registration Statement effective and usable for offers and sales of the Notes and Exchange Notes may be suspended by the Company in good faith for valid business reasons, including, without limitation, a pending acquisition or divestiture of assets. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Notes and Exchange Notes is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Notes and Exchange Notes and shall end on the date when each Holder of Notes and Exchange Notes covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(c) hereof or is advised in writing by the Company that use of the prospectus may be resumed; provided that no Suspension Period shall exceed 90 days in any period of 365 consecutive days.
Suspension of Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2, but subject to compliance with Section 3, the Company may, by delivering written notice to the Holders, prohibit offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement at any time if (A) (i) the Company is in possession of material non-public information, (ii) the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) the Company determines in good faith that disclosure of such material non-public information would not be in the best interests of the Company and its stockholders or (B) (i) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries that is material to the Company and its subsidiaries taken as a whole and (ii) the Company determines in good faith that (x) offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement prior to the consummation of such transaction (or such earlier date as the Company shall determine) is not in the best interests of the Company and its stockholders or (y) that it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in the Shelf Registration Statement; provided, however, that upon (i) the public disclosure by the Company of the material non-public information described in clause (A) of this paragraph or (ii) the abandonment or termination of, or the availability of the required financial statements with respect to, a transaction described in clause (B) of this paragraph, the suspension of the use of the Shelf Registration Statement pursuant to this Section 2(c) shall cease and the Company shall promptly comply with Section 4(b) hereof.
Suspension of Shelf Registration Statement. During any consecutive 365-day period, the Company shall be entitled to suspend the availability of the Shelf Registration Statement for up to two 30 consecutive-day periods (except for the 30 consecutive-day period immediately prior to the Expiration Date) if the Board determines in the exercise of its reasonable judgment that there is a valid business purpose for such suspension and provides notice that such determination was made to the holders of the Warrants; provided, however, that in no event shall the Company be required to disclose the business purpose for such suspension if the Company determines in good faith that such business purpose must remain confidential.
Suspension of Shelf Registration Statement. Notwithstanding anything to the contrary herein, the Company shall be entitled to suspend the use of the Shelf Registration Statement for a period of time not to exceed 30 days in succession or 90 days in the aggregate in any 12-month period (a “Suspension Period”); provided that the Company shall deliver a written certificate to the Shareholders signed by either the Chief Executive Officer or the Chief Financial Officer of the Company, certifying that the board of directors of the Company has determined, in its good faith judgment, that usage of the Shelf Registration Statement during such proposed Suspension Period would materially and adversely affect or interfere with any proposal or plan by the Company to engage in any material financing or in any material acquisition, merger, consolidation, tender offer, business combination, securities offering or other material transaction. Immediately upon receipt of such notice, the Shareholders shall discontinue the disposition of Registrable Securities under the Shelf Registration Statement until the termination of such Suspension Period. The Company agrees that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify the Shareholders of such termination. Upon the occurrence of any Suspension Period, the Effectiveness Period shall be extended by the number of days in such Suspension Period.
Suspension of Shelf Registration Statement. Notwithstanding anything to the contrary contained in this Exhibit B, Parent shall be entitled to suspend the use of the Shelf Registration Statement or, if a Shelf Resale Notice has been given by Seller, postpone such Shelf Resale, by notice to Seller for one or more periods (each, a “Suspension Period”) not to exceed 30 days in the aggregate; provided that, if the Merger is not completed within 120 days after the Closing, Parent will have the right to suspend the use of the Shelf Registration Statement for 60 days in the aggregate. Seller shall keep confidential any communications received by it from Parent regarding the suspension of the use of the Shelf Registration Statement. If, after the expiration of the Suspension Period, Seller desires to proceed with a Shelf Resale, Seller shall send a new Shelf Resale Notice to Parent in accordance with Section 2.01(b).
Suspension of Shelf Registration Statement. Notwithstanding anything to the contrary contained in this Exhibit A, Parent shall be entitled to suspend the use of the Shelf Registration Statement or, if a Shelf Resale Notice has been given by Seller, postpone such Shelf Resale, by notice to Seller for one or more periods (each, a “Suspension Period”) not to exceed 30 days in the aggregate. Seller shall keep confidential any communications received by it from Parent regarding the suspension of the use of the Shelf Registration Statement. If, after the expiration of the Suspension Period, Seller desires to proceed with a Shelf Resale, Seller shall send a new Shelf Resale Notice to Parent in accordance with Section 2.01(b).
Suspension of Shelf Registration Statement. The Company's obligation to keep the Shelf Registration Statement effective and usable for offers and sales of the Registrable Securities may be suspended by the Company in good faith for valid business reasons, including, without limitation, a pending acquisition or divestiture of assets. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is not longer usable for offers and sales of the Restricted Securities and shall end on the date when each Investor covered by such registration statement either receives the copies of the supplemented or amended prospectus or is advised in writing by the Company that the use of the prospectus may be resumed; PROVIDED that the aggregate of all Suspension Periods shall not exceed 90 days in any period of 365 consecutive days.
Suspension of Shelf Registration Statement. The Company may suspend the effectiveness of the Shelf Registration Statement or the use of the Prospectus without incurring any obligation to pay Additional Interest for a period not to exceed 60 consecutive days or 120 days in the aggregate in any 12 month period if the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, public filings with the SEC and similar events, it is in the best interests of the Company to suspend such effectiveness or use, as applicable, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension and shall not include any material non-public information; provided, however, that no such suspension of the effectiveness of the Shelf Registration Statement or use of the Prospectus shall be permitted during the six month period preceding or after the stated maturity date of the Securities.
