Common use of Suspension of Trading Clause in Contracts

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer of the Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any transaction of the type discussed in Section 6(g)(i) prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the receipt of a Suspension Certificate by holders of Registrable Securities, the Company may, in its discretion, require such holders of Registrable Securities to refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders for a specified period of time that is customary under the circumstances (not to exceed 30 days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion during each twelve consecutive month period that the Registration Statement remains effective. The Company may impose stop transfer instructions to enforce any required agreement of the holders under this Section 6(e). If the holders of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period that exceeds 30 consecutive days, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrained.

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any a material transaction of the type discussed in Section 6(g)(i) or event prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the Upon receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to shall refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances (not to exceed 30 twenty (20) days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities for the reasons set forth in clause (i) and (ii) of the Company this Section 6(e) on only one occasion two (2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effectiveeffective with no less than sixty (60) calendar days in between Suspension Periods; provided that nothing in this sentence shall be construed to limit the Company’s ability to suspend the effectiveness of a Registration Statement and/or cause the Holders to suspend dispositions of the Registrable Securities thereunder as provided in this Agreement for reasons other than those set forth in clause (i) and (ii) of this Section 6(e). The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e). If Immediately after the holders end of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period any Suspension Period, provided that exceeds 30 consecutive daysthe Effectiveness Period continues at such time, the Company shall pay take all necessary actions (including filing any required supplemental prospectus) to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% restore the effectiveness of the aggregate purchase price paid applicable Registration Statement and the ability of the Holders to publicly resell, pursuant to such effective Registration Statement, their Registrable Securities covered by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrainedRegistration Statement.

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any a material transaction of the type discussed in Section 6(g)(i) or event prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the Upon receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to shall refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances (not to exceed 30 twenty (20) days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities for the reasons set forth in clause (i) and (ii) of the Company this Section 6(e) on only one occasion two (2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effectiveeffective with no less than sixty (60) calendar days in between Suspension Periods; provided that nothing in this sentence shall be construed to limit the Company’s ability to suspend the effectiveness of a Registration Statement and/or cause the Holders to suspend dispositions of the Registrable Securities thereunder as provided in this Agreement for reasons other than those set forth in clause (i) and (ii) of this Section 6(d). The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e6(d). If Immediately after the holders end of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period any Suspension Period, provided that exceeds 30 consecutive daysthe Effectiveness Period continues at such time, the Company shall pay take all necessary actions (including filing any required supplemental prospectus) to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% restore the effectiveness of the aggregate purchase price paid applicable Registration Statement and the ability of the Holders to publicly resell, pursuant to such effective Registration Statement, their Registrable Securities covered by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrainedRegistration Statement.

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any a material transaction of the type discussed in Section 6(g)(i) or event prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the Upon receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to shall refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances (not to exceed 30 twenty (20) days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion two (2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effectiveeffective with no less than twenty (20) calendar days in between Suspension Periods. The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e). If the holders of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period that exceeds 30 consecutive days, The declaration by the Company of a Suspension Period shall pay not constitute an “Event” within the meaning of Section 2(c)(iii)(B) of this Agreement, and shall not give rise to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrainedSection 2(c).

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an officer of the Company stating that the effectiveness of of, and sales of Registrable Securities under under, the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any a material transaction of the type discussed in Section 6(g)(i) or event prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the Upon receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to shall refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances (not to exceed 30 daystwenty (20) Trading Days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion two (2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effectiveeffective with no less than twenty (20) calendar days in between Suspension Periods. The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e7(e). If Immediately after the holders end of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period that exceeds 30 consecutive daysany Suspension Period, the Company shall pay take all necessary actions (including filing any required supplemental prospectus) to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% restore the effectiveness of the aggregate purchase price paid applicable Registration Statement and the ability of the Holders to publicly resell, pursuant to such effective Registration Statement, their Registrable Securities covered by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrainedRegistration Statement.

Suspension of Trading. At Notwithstanding any other provision of this Agreement, Purchaser shall have the right at any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer of the Company and signed by an officer of the Company stating require that the effectiveness of all Holders suspend further open market offers and sales of Registrable Securities under Stock whenever, and for so long as, in the Registration Statement would: reasonable judgment of Purchaser in good faith based upon the advice of counsel satisfactory to the Holders of a majority of the Registrable Stock (iit being agreed that Howard, Rice, Nemerovski, Canady, Falk & Xabkin, a Professional Corporation shall be satisfactory), there is in existence material undisclosed information or events with respect to Purchaser (the "Suspension Right") materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act such that the Company registration statement would otherwise not be contain any untrue statement of a material fact or omit to state any material fact required to prepare be stated therein or necessary to make the statements therein not misleading in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any transaction light of the type discussed in Section 6(g)(i) prior to circumstances under which they were made. In the time event Purchaser exercises the Suspension Right, such disclosure might otherwise be required. Beginning ten (10) business days after the receipt of a Suspension Certificate by holders of Registrable Securities, the Company may, in its discretion, require suspension will continue for such holders of Registrable Securities to refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders for a specified period of time reasonably necessary for disclosure to occur at a time that is customary under not materially detrimental to Purchaser or until such time as the registration statement does not include 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 not misleading in light of the circumstances (not under which they were made, each as determined in good faith by Purchaser. Purchaser will promptly give the Holders notice, in a writing signed by an executive officer of Purchaser, of any exercise of the Suspension Right. Purchaser agrees to exceed 30 days)notify the Holders promptly upon termination of the Suspension Right. Notwithstanding the foregoing sentenceforegoing, under no circumstances shall the Company shall Purchaser be permitted entitled to cause holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of exercise the Suspension Right for more than ninety calendar days in any Registrable Securities or other securities of the Company on only one occasion during each twelve consecutive month period that the Registration Statement remains effectiveperiod. The Company may impose stop transfer instructions to enforce any required agreement of the holders under this Section 6(e). If the holders of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period that exceeds 30 consecutive days, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which Purchaser is required to keep the holders of Registrable Securities are so restrainedregistration statement effective shall be extended by a period equal in length to any and all periods during which the Suspension Right is in effect.

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer of the Company and signed by an officer of the Company stating that notifying the effectiveness of and sales of Registrable Securities under the Registration Statement wouldHolders of: (i) materially interfere with the issuance (or threat of issuance) by the Commission of any transaction stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that would require the Company purpose or that any Registration Statement has otherwise ceased to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, oreffective; (ii) require public disclosure the receipt by the Company of any transaction notification with respect to the suspension of the type discussed qualification or exemption from qualification of any of the Registrable Securities including therein for sale in Section 6(g)(iany jurisdiction or the initiation of any proceeding for such purpose; (iii) prior the discovery or happening of any event that requires the making of any changes in any Registration Statement or any Prospectus so that, as of such date, the statements therein do not include an untrue statement of a material fact or omit to state any material fact necessary to make the time statements therein, in the light of the circumstances under which they were made, not misleading (which advice shall be accompanied by an instruction to suspend the use of such disclosure might otherwise Prospectus until the requisite changes have been made); and (iv) the Company’s reasonable determination that the post-effective amendment to any Registration Statement would be requiredappropriate. Beginning ten (10) business days Immediately after the receipt transmission of a Suspension Certificate by holders of Registrable Securitiesthe Company, the Company may, in its sole discretion, require such holders Holders of Registrable Securities to refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time that is customary under the circumstances (not to exceed 30 daysdays consecutively and 60 days in any 12-month period) (a “Blackout Period”). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion three (3) occasions during each twelve (12) consecutive month period that the Registration Statement remains effective. The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e6(f). If the holders of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period that exceeds 30 consecutive days, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrained.

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any a material transaction of the type discussed in Section 6(g)(i) or event prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the Upon receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to shall refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances (not to exceed 30 twenty (20) days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion two (2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effectiveeffective with no less than sixty (60) calendar days in between Suspension Periods. The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e). If Immediately after the holders end of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period that exceeds 30 consecutive daysany Suspension Period, the Company shall pay take all necessary actions (including filing any required supplemental prospectus) to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% restore the effectiveness of the aggregate purchase price paid applicable Registration Statement and the ability of the Holders to publicly resell, pursuant to such effective Registration Statement, their Registrable Securities covered by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrainedRegistration Statement.

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “"Suspension Certificate”") approved by the Chief Executive Officer of the Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any transaction of the type discussed in Section 6(g)(i) prior to the time such disclosure might otherwise be required. Beginning ten (10) business days Business Days after the receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time that is customary under the circumstances (not to exceed 30 thirty (30) days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion during each twelve (12) consecutive month period that the Registration Statement remains effective. The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e6(g). If the holders Holders of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period that exceeds 30 consecutive days, or exceeds an aggregate of sixty (60) days (whether or not consecutive) in any 365 day period, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 thirty (30) day period during which the holders Holders of Registrable Securities are so restrained.

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any a material transaction of the type discussed in Section 6(g)(i) or event prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the Upon receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to shall refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances (not to exceed 30 twenty (20) days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion two (2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effectiveeffective with no less than twenty (20) calendar days in between Suspension Periods. The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e). If Notwithstanding anything in this Section 6(b) to the holders contrary, the declaration by the Company of Registrable Securities are restrained from selling or a Suspension Period shall constitute an “Event” within the meaning of Section 2(c)(iii)(B) of this Agreement, and shall give rise to partial liquidated damages pursuant to Section 2(c) upon the terms and conditions set forth therein, even if the Suspension Period is otherwise transferring or disposing of Registrable Securities permissible under this Section 6(g) for a period that exceeds 30 consecutive days, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrained6(b).

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any a material transaction of the type discussed in Section 6(g)(i) or event prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the Upon receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to shall refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances (not to exceed 30 twenty (20) days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion two (2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effectiveeffective with no less than twenty (20) calendar days in between Suspension Periods. The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e). If Immediately after the holders end of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period that exceeds 30 consecutive daysany Suspension Period, the Company shall pay take all necessary actions (including filing any required supplemental prospectus) to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% restore the effectiveness of the aggregate purchase price paid applicable Registration Statement and the ability of the Holders to publicly resell, pursuant to such effective Registration Statement, their Registrable Securities covered by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrainedRegistration Statement.

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any a material transaction of the type discussed in Section 6(g)(i) or event prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the Upon receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to shall refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances (not to exceed 30 daysfifteen (15) Business Days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities for the reasons set forth in clause (i) and (ii) of the Company this Section 6(d) on only one occasion two (2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effectiveeffective with no less than sixty (60) calendar days in between Suspension Periods; provided that nothing in this sentence shall be construed to limit the Company’s ability to suspend the effectiveness of the Registration Statement and/or cause the Holders to suspend dispositions of the Registrable Securities thereunder as provided in this Agreement for reasons other than those set forth in clause (i) and (ii) of this Section 6(d). The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e6(d). If Immediately after the holders end of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period any Suspension Period, provided that exceeds 30 consecutive daysthe Effectiveness Period continues at such time, the Company shall pay take all necessary actions (including filing any required supplemental prospectus) to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% restore the effectiveness of the aggregate purchase price paid by such Holder Registration Statement and the ability of the Holders to publicly resell, pursuant to the Purchase Agreement for any such effective Registration Statement, their Registrable Securities then held covered by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrainedRegistration Statement.

Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may deliver to the holders Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved in good faith by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an such officer of the Company stating that the effectiveness of and sales of Registrable Securities under the Registration Statement would: (i) materially interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or (ii) require public disclosure of any a material transaction of the type discussed in Section 6(g)(i) or event prior to the time such disclosure might otherwise be required. Beginning ten (10) business days after the Upon receipt of a Suspension Certificate by holders Holders of Registrable Securities, the Company may, in its discretion, require such holders Holders of Registrable Securities to shall refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such holders Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances (not to exceed 30 twenty (20) calendar days)) until such Holders are advised in writing by the Company that sales or other transfers or dispositions of any Registrable Securities may be resumed. Notwithstanding the foregoing sentence, the Company shall be permitted to cause holders Holders of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion two (2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effectiveeffective with no less than sixty (60) calendar days in between Suspension Periods. The Company may impose stop transfer instructions to enforce any required agreement of the holders Holders under this Section 6(e). If Immediately after the holders end of Registrable Securities are restrained from selling or otherwise transferring or disposing of Registrable Securities under this Section 6(g) for a period that exceeds 30 consecutive daysany Suspension Period, the Company shall pay take all necessary actions (including filing any required supplemental prospectus) to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% promptly restore the effectiveness of the aggregate purchase price paid applicable Registration Statement and the ability of the Holders to publicly resell, pursuant to such effective Registration Statement, their Registrable Securities covered by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, for each 30 day period during which the holders of Registrable Securities are so restrainedRegistration Statement.