Common use of Suspension of Shelf Registration Statement Clause in Contracts

Suspension of Shelf Registration Statement. In addition, if the Company receives notice of a proposed sale under a shelf registration statement filed pursuant to Section 4, the Company may give notice to the holder requesting such sale that such sale under such shelf registration statement must be deferred and not made for a reasonable period of time (not to exceed 120 days) after the date of receipt by the Company of such notice of proposed sale if, at the time the Company receives such notice, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required to be made in the prospectus included in such shelf registration statement (but would not be required if such sale were not made) in order to prevent such prospectus from containing any untrue statement of a material fact or omitting to state any material fact necessary to make the statements therein not misleading and the Company has determined in its reasonable judgment that such disclosure would be materially detrimental to the Company or would likely materially interfere with its business or a financing, acquisition, corporate reorganization or other material transaction involving the Company. Each holder of Registrable Securities agrees that, upon receipt of any such notice from the Company pursuant to this Section 5(b), such holder shall forthwith discontinue the disposition of Registrable Securities pursuant to such shelf registration statement for the period of time contemplated by this Section 5(b). A deferral of such proposed sale pursuant to this Section 5(b) shall be lifted, and the sale may be forthwith made if the negotiations or other activities are disclosed by the Company or terminated. The running of the period provided for in Sections 4 and 6(a)(iii) hereof during which the Company is required to maintain the effectiveness of a shelf registration shall be tolled for the period for which there is a deferral of sale under this Section 5(b).

Suspension of Shelf Registration Statement. In addition, if Upon (A) the Company receives notice issuance by the SEC of a proposed sale stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act or (B) the occurrence of a shelf registration statement filed pursuant to Section 4Material Event (as defined below) or the non-availability of financial statements required in the Shelf Registration Statement, the Company may give notice shall (i) in the case of clause (B) above, subject to the holder requesting such sale next to last sentence of this Section 7.3(a)(v), as promptly as practicable prepare and file a post-effective amendment to the Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into the Shelf Registration Statement and Prospectus so that such sale under such shelf registration statement must be deferred and Shelf Registration Statement does not made for a reasonable period of time (not to exceed 120 days) after the date of receipt by the Company of such notice of proposed sale if, at the time the Company receives such notice, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required to be made in the prospectus included in such shelf registration statement (but would not be required if such sale were not made) in order to prevent such prospectus from containing contain any untrue statement of a material fact or omitting omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company has determined related Prospectus does not contain any 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, in its reasonable judgment that such disclosure would be materially detrimental the light of the circumstances under which they were made, not misleading, as thereafter delivered to the Company or would likely materially interfere with its business or a financing, acquisition, corporate reorganization or other material transaction involving purchasers of the Company. Each holder of Registrable Securities agrees thatbeing sold thereunder, upon and, in the case of a post-effective amendment to the Shelf Registration Statement, subject to the next to last sentence of this Section 7.3(a)(v), use commercially reasonable efforts to cause it to be declared effective as soon as possible, and (ii) give notice to the Holders named as selling security holders in the Prospectus that the availability of the Shelf Registration Statement is suspended (a "Deferral Notice"). Upon receipt of any such notice from the Company pursuant Deferral Notice, each Holder agrees not to this Section 5(b), such holder shall forthwith discontinue the disposition of sell any Registrable Securities pursuant to the Registration Statement until such shelf registration statement Holder's receipt of copies of the supplemented or amended Prospectus provided for the period of time contemplated by this Section 5(b). A deferral of such proposed sale pursuant to this Section 5(bin clause (i) shall be liftedabove, and the sale may be forthwith made if the negotiations or other activities are disclosed until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or terminatedsupplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The running Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, but ***** after the Deferral Notice is given to the Holders, or (y) in the case of clause (B) above, as soon as in the good faith judgment of the Company the public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company, but ***** after the Deferral Notice is given to the Holders. The period provided for in Sections 4 and 6(a)(iii) hereof during which the availability of the Shelf Registration Statement and any related Prospectus is suspended pursuant to Section 7.3(a)(v) (the "Deferral Period") shall not exceed ***** in any three (3) month period and ***** during the Shelf Effectiveness Period. For the purposes of this Agreement, a "Material Event" shall mean any event or the existence of any fact as a result of which the Company is shall determine in its reasonable discretion that a Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to maintain be stated therein or necessary to make the effectiveness statements therein not misleading, or any Prospectus shall contain any untrue statement of a shelf registration shall material fact or omit to state any material fact required to be tolled for stated therein or necessary to make the period for statements therein, in the light of the circumstances under which there is they were made, not misleading (including, in any such case, as a deferral result of sale under this Section 5(bthe non-availability of financial statements).. CONFIDENTIAL TREATMENT REQUEST

Suspension of Shelf Registration Statement. In addition, if Upon (A) the Company receives notice issuance by the SEC of a proposed sale stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act or (B) the occurrence of a shelf registration statement filed pursuant to Section 4Material Event (as defined below) or the non-availability of financial statements required in the Shelf Registration Statement, the Company may give notice shall (i) in the case of clause (B) above, subject to the holder requesting such sale next to last sentence of this Section 7.3(a)(v), as promptly as practicable prepare and file a post-effective amendment to the Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into the Shelf Registration Statement and Prospectus so that such sale under such shelf registration statement must be deferred and Shelf Registration Statement does not made for a reasonable period of time (not to exceed 120 days) after the date of receipt by the Company of such notice of proposed sale if, at the time the Company receives such notice, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required to be made in the prospectus included in such shelf registration statement (but would not be required if such sale were not made) in order to prevent such prospectus from containing contain any untrue statement of a material fact or omitting omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company has determined related Prospectus does not contain any 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, in its reasonable judgment that such disclosure would be materially detrimental the light of the circumstances under which they were made, not misleading, as thereafter delivered to the Company or would likely materially interfere with its business or a financing, acquisition, corporate reorganization or other material transaction involving purchasers of the Company. Each holder of Registrable Securities agrees thatbeing sold thereunder, upon and, in the case of a post-effective amendment to the Shelf Registration Statement, subject to the next to last sentence of this Section 7.3(a)(v), use commercially reasonable efforts to cause it to be declared effective as soon as possible, and (ii) give notice to the Holders named as selling security holders in the Prospectus that the availability of the Shelf Registration Statement is suspended (a “Deferral Notice”). Upon receipt of any such notice from the Company pursuant Deferral Notice, each Holder agrees not to this Section 5(b), such holder shall forthwith discontinue the disposition of sell any Registrable Securities pursuant to the Registration Statement until such shelf registration statement Holder’s receipt of copies of the supplemented or amended Prospectus provided for the period of time contemplated by this Section 5(b). A deferral of such proposed sale pursuant to this Section 5(bin clause (i) shall be liftedabove, and the sale may be forthwith made if the negotiations or other activities are disclosed until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or terminatedsupplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The running Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, but ***** after the Deferral Notice is given to the Holders, or (y) in the case of clause (B) above, as soon as in the good faith judgment of the Company the public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company, but ***** after the Deferral Notice is given to the Holders. The period provided for in Sections 4 and 6(a)(iii) hereof during which the availability of the Shelf Registration Statement and any related Prospectus is suspended pursuant to Section 7.3(a)(v) (the “Deferral Period”) shall not exceed ***** in any three (3) month period and ***** during the Shelf Effectiveness Period. For the purposes of this Agreement, a “Material Event” shall mean any event or the existence of any fact as a result of which the Company is shall determine in its reasonable discretion that a Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to maintain be stated therein or necessary to make the effectiveness statements therein not misleading, or any Prospectus shall contain any untrue statement of a shelf registration shall material fact or omit to state any material fact required to be tolled for stated therein or necessary to make the period for statements therein, in the light of the circumstances under which there is they were made, not misleading (including, in any such case, as a deferral result of sale under this Section 5(bthe non-availability of financial statements).

Suspension of Shelf Registration Statement. In addition, if Upon (A) the Company receives notice issuance by the SEC of a proposed sale stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act or (B) the occurrence of a shelf registration statement filed pursuant to Section 4Material Event, the Company may give notice shall (i) in the case of clause (B) above, subject to the holder requesting such sale next to last sentence of this Section 3(a)(v), as promptly as practicable prepare and file a post-effective amendment to the Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into the Shelf Registration Statement and Prospectus so that such sale under such shelf registration statement must be deferred and Shelf Registration Statement does not made for a reasonable period of time (not to exceed 120 days) after the date of receipt by the Company of such notice of proposed sale if, at the time the Company receives such notice, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required to be made in the prospectus included in such shelf registration statement (but would not be required if such sale were not made) in order to prevent such prospectus from containing contain any untrue statement of a material fact or omitting omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company has determined related Prospectus does not contain any 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, in its reasonable judgment that such disclosure would be materially detrimental the light of the circumstances under which they were made, not misleading, as thereafter delivered to the Company or would likely materially interfere with its business or a financing, acquisition, corporate reorganization or other material transaction involving purchasers of the Company. Each holder of Registrable Securities agrees thatbeing sold thereunder, upon and, in the case of a post-effective amendment to the Shelf Registration Statement, subject to the next to last sentence of this Section 3(a)(v), use commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and (ii) give notice to the Holders named as selling security holders in the Prospectus that the availability of the Shelf Registration Statement is suspended (a “Deferral Notice”). Upon receipt of any such notice from the Company pursuant Deferral Notice, each Holder agrees not to this Section 5(b), such holder shall forthwith discontinue the disposition of sell any Registrable Securities pursuant to the Registration Statement until such shelf registration statement Holder has received copies of the supplemented or amended Prospectus provided for the period of time contemplated by this Section 5(b). A deferral of such proposed sale pursuant to this Section 5(bin clause (i) shall be liftedabove, and the sale may be forthwith made if the negotiations or other activities are disclosed until it is advised in writing by the Company that the Prospectus may be used and has received copies of any additional or terminatedsupplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The running Company will use reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, but in no event later than fifteen (15) days after the Deferral Notice is given to the Holders, (y) in the case of clause (B) above, as soon as in the reasonable judgment of the Company the public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company, but in no event later than (i) in the case of a Deferral Notice furnished in the first year after the Closing Date, forty-five (45) days after the Deferral Notice is furnished to the Holders or (ii) in the case of a Deferral Notice furnished after the first anniversary of the Closing Date, ninety (90) days after the Deferral Notice is furnished to the Holders. The period provided for in Sections 4 and 6(a)(iii) hereof during which the Company availability of the Shelf Registration Statement and any related Prospectus is required suspended pursuant to maintain Section 3(a)(v) (the effectiveness “Deferral Period”), combined with any Transaction Delay Periods pursuant to Section 3(a)(iv)(C) above, shall not exceed sixty (60) days during the first year after the Closing Date and one hundred and twenty (120) days during any twelve (12) month period after the first anniversary of a shelf registration shall be tolled for the period for which there is a deferral of sale under this Section 5(b)Closing Date.

Suspension of Shelf Registration Statement. In addition, if the Company receives notice of a proposed sale under a shelf registration statement filed pursuant to Section 45, the Company may give notice to the holder requesting such sale that such sale under such shelf registration statement must be deferred and not made for a reasonable period of time (not to exceed 120 60 days) after the date of receipt by the Company of such notice of proposed sale if, at the time the Company receives such notice, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required to be made in the prospectus included in such shelf registration statement (but would not be required if such sale were not made) in order to prevent such prospectus from containing any untrue statement of a material fact or omitting to state any material fact necessary to make the statements therein not misleading and the Company has determined in its reasonable judgment that such disclosure would be materially detrimental to the Company or would likely materially interfere with its business or a financing, acquisition, corporate reorganization or other material transaction involving the Company. Each holder of Registrable Securities agrees that, upon receipt of any such notice from the Company pursuant to this Section 5(b6(b), such holder shall forthwith discontinue the disposition of Registrable Securities pursuant to such shelf registration statement for the period of time contemplated by this Section 5(b6(b). A deferral of such proposed sale pursuant to this Section 5(b6(b) shall be lifted, and the sale may be forthwith made if the negotiations or other activities are disclosed by the Company or terminated. The running of the period provided for in Sections 4 and 6(a)(iii) hereof during which the Company is required to maintain the effectiveness of a shelf registration shall be tolled for the period for which there is a deferral of sale under this Section 5(b).

Suspension of Shelf Registration Statement. In addition, if Upon (A) the Company receives notice issuance by the SEC of a proposed sale stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act or (B) the occurrence of a shelf registration statement filed pursuant to Section 4Material Event, the Company may give notice shall (i) in the case of clause (B) above, subject to the holder requesting such sale next to last sentence of this Section 3(a)(v), as promptly as practicable prepare and file a post-effective amendment to the Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into the Shelf Registration Statement and Prospectus so that such sale under such shelf registration statement must be deferred and Shelf Registration Statement does not made for a reasonable period of time (not to exceed 120 days) after the date of receipt by the Company of such notice of proposed sale if, at the time the Company receives such notice, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required to be made in the prospectus included in such shelf registration statement (but would not be required if such sale were not made) in order to prevent such prospectus from containing contain any untrue statement of a material fact or omitting omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company has determined related Prospectus does not contain any 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, in its reasonable judgment that such disclosure would be materially detrimental the light of the circumstances under which they were made, not misleading, as thereafter delivered to the Company or would likely materially interfere with its business or a financing, acquisition, corporate reorganization or other material transaction involving purchasers of the Company. Each holder of Registrable Securities agrees thatbeing sold thereunder, upon and, in the case of a post-effective amendment to the Shelf Registration Statement, subject to the next to last sentence of this Section 3(a)(v), use commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and (ii) give notice to the Holders named as selling security holders in the Prospectus that the availability of the Shelf Registration Statement is suspended (a "Deferral Notice"). Upon receipt of any such notice from the Company pursuant Deferral Notice, each Holder agrees not to this Section 5(b), such holder shall forthwith discontinue the disposition of sell any Registrable Securities pursuant to the Registration Statement until such shelf registration statement Holder has received copies of the supplemented or amended Prospectus provided for the period of time contemplated by this Section 5(b). A deferral of such proposed sale pursuant to this Section 5(bin clause (i) shall be liftedabove, and the sale may be forthwith made if the negotiations or other activities are disclosed until it is advised in writing by the Company that the Prospectus may be used and has received copies of any additional or terminatedsupplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The running Company will use reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, but in no event later than fifteen (15) days after the Deferral Notice is given to the Holders, (y) in the case of clause (B) above, as soon as in the reasonable judgment of the Company the public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company, but in no event later than (i) in the case of a Deferral Notice furnished in the first year after the Closing Date, forty-five (45) days after the Deferral Notice is furnished to the Holders or (ii) in the case of a Deferral Notice furnished after the first anniversary of the Closing Date, ninety (90) days after the Deferral Notice is furnished to the Holders. The period provided for in Sections 4 and 6(a)(iii) hereof during which the Company availability of the Shelf Registration Statement and any related Prospectus is required suspended pursuant to maintain Section 3(a)(v) (the effectiveness "Deferral Period"), combined with any Transaction Delay Periods pursuant to Section 3(a)(iv)(C) above, shall not exceed sixty (60) days during the first year after the Closing Date and one hundred and twenty (120) days during any twelve (12) month period after the first anniversary of a shelf registration shall be tolled for the period for which there is a deferral of sale under this Section 5(b)Closing Date.