Common use of Suspension of Shelf Registration Statement Clause in Contracts

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. For purposes of this Agreement, the term “Suspension Period” shall mean (i) the period, beginning on the Closing Date and continuing until the date that the Automatic Shelf Registration Statement is filed with the Commission and made available for the sale of Registrable Securities (the “Delay Period”) or (ii) any period during which the Company has required the Holders to suspend the use of the Prospectus for sales of Registrable Securities under a Shelf Registration Statement or a Demand Registration Statement (as defined below). Notwithstanding anything to the contrary contained in this Agreement, the Parent Company shall be entitled entitled, from time to suspend time on or after the use of the Shelf Registration Statement Closing Date, to declare a Suspension Period, provided that such Suspension Period is for a reasonable period of time not to exceed 30 days in succession (other than the Delay Period) or 90 days in the aggregate in any 12-month period (a “Suspension Period”); period, and provided further that the Parent Company shall deliver a written certificate to the Holders and the Other Holders signed by either the Chief Executive Officer of the Parent Company or the Chief Financial Officer of the ParentCompany, certifying that the Parent Company 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 Company 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 Company to make an Adverse Disclosure. Notwithstanding the foregoing, the Parent Company shall have the right, exercisable one time from and after the Closing Date under either this Section 2.01(e5.01(e) or Section 5.02(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 Company shall deliver a written certificate to the Holders and the Other Holders signed by either the Chief Executive Officer of the Parent Company or the Chief Financial Officer of the Parent Company certifying that the Parent Company 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 (if any) 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, keep confidential any communications received by it from the Parent Company regarding the suspension of of, or the use of the Shelf Registration Statement, except as required by applicable law or court order. The Parent Company 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 After the occurrence expiration of any Suspension PeriodPeriod and without any further request from any Holder, the Two Year Period Company shall be extended 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 number Registrable Securities included therein, the Prospectus will not include an untrue statement of days during a material fact or omit to state any material fact necessary to make the Suspension Periodstatements therein, in the light of the circumstances under which they were made, not misleading.