Common use of Suspension or Delay Clause in Contracts

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing a registration statement pursuant to this Section 3 or an amendment thereto, and may withhold efforts to cause such a registration statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such registration statement, in each case for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) if any of the following events shall occur: (A) the board of directors of the Company determines in good faith after consultation with outside counsel that such action is required by applicable law; (B) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of the registration statement or amendment thereto would require the Company to disclose material information, including, without limitation, the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such registration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or (C) the Holders of a majority of the Registrable Securities covered or to be covered by such registration statement consent in writing to such delay or suspension. Upon the occurrence of any such delay or suspension, the Company shall use its reasonable best efforts to cause the registration statement to become effective, to promptly amend or supplement the registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of the registration statement as soon as possible.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing a registration statement pursuant to this Section 3 or an amendment thereto, and may withhold efforts to cause such a registration statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such registration statement, in each case for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) if any of the following events shall occur: (A) the board of directors of the Company determines in good faith after consultation with outside counsel that such action is required by applicable law; (B) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of the registration statement or amendment thereto would require the Company to disclose material information, including, without limitation, the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such registration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or (C) the Holders of a majority of the aggregate principal amount of Registrable Securities covered or to be covered by such registration statement consent in writing to such delay or suspension. Upon the occurrence of any such delay or suspension, the Company shall use its reasonable best efforts to cause the registration statement to become effective, to promptly amend or supplement the registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of the registration statement as soon as possible.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing a any registration statement pursuant to this Section 3 3(a) or an any amendment thereto, and may withhold efforts to cause such a registration statement Shelf Registration Statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such registration statementShelf Registration Statement, in each case for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) set forth below if any of the following events shall occur: (A) the board of directors of the Company determines in good faith after consultation with outside counsel that such action is required by applicable law; (B) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of the registration statement such Shelf Registration Statement or amendment thereto would require the Company to disclose material information, including, without limitation, the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such registration statementShelf Registration Statement; (C) the Company has commenced, and the board of directors or has a bona fide intention to commence, a public or Rule 144A securities offering transaction; (D) such Registration, of the Company determines Registrable Securities would, in good faith that such disclosure would be materially detrimental to the Company and its stockholders judgment of the Company, impede, delay or otherwise interfere with any pending or contemplated material acquisition, reorganization or similar material transaction; or (CE) the Holders of a majority of the Registrable Securities covered or to be covered by such registration statement Shelf Registration Statement consent in writing to such delay or suspension. Upon the occurrence of any such delay or suspension, provided, however, that other than with respect to (E) above, the Company shall use its reasonable best efforts to cause the may not delay, withhold or suspend a registration statement to become effective, to promptly amend or supplement for such reasons for more than ninety (90) days in the registration statement on a post-effective basis or to take such action as is necessary to permit resumed use aggregate during any period of the registration statement as soon as possibletwelve (12) consecutive months.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing a registration statement pursuant to this Section 3 Registration Statement or an amendment thereto, and may withhold efforts to cause such a registration statement Registration Statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such registration statement, in each case for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) if any of the following events shall occurif: (Ai) the board of directors of the Company determines in good faith after consultation with outside counsel that such action is required by applicable law; (Bii) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of the registration statement Registration Statement or amendment thereto would require the Company to disclose material information, including, including without limitation, limitation the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such registration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders stockholders; or (Ciii) the Holders Company is engaged in, or prior to receiving such request had determined and taken substantial steps to effect, an underwritten public offering of Common Stock for its own account (other than an offering pursuant to Form X-0, X-0 or any successor or similar form) and the managing underwriter has advised the Company that such offers and sales by the Shareholders will adversely affect such public offering. Each period referred to above during which the use of a Registration Statement or amendment thereto is delayed in accordance with this Section 5 shall be referred to herein as a "DEFERRAL PERIOD". Notwithstanding the foregoing, in no event shall the Company be entitled to declare more than three (3) Deferral Periods in any 365-day period nor shall the aggregate number of days included in all Deferral Periods exceed one hundred fifty (150) days in any 365-day period without the consent of the Shareholders holding a majority of the Registrable Securities covered or Restricted Stock at such time. The Company shall terminate a Deferral Period as soon as practicable after the circumstances giving rise to be covered by the Company's right to declare such registration Deferral Period cease to exist. The Company shall promptly give the Shareholders written notice of a determination to commence a Deferral Period, which notice shall contain a general statement consent in writing to of the reasons for such delay or suspensionDeferral Period and the anticipated length of such Deferral Period, and shall notify the Shareholders upon the termination of each Deferral Period. Upon the occurrence of any such delay or suspensionIf, after a Registration Statement becomes effective, the Company shall use its reasonable best efforts to cause advises the holders of registered shares that the Company has determined in good faith that the registration statement is required to become effectivebe amended to comply with applicable law or regulation, to promptly amend or supplement the holders of such registered shares shall suspend any further sales of their registered shares until the Company advises them that the registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of the registration statement as soon as possiblehas been amended.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing a registration statement pursuant to this Section 3 Registration Statement or an amendment thereto, and may withhold efforts to cause such a registration statement Registration Statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such registration statement, in each case for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) if any of the following events shall occurif: (Ai) the board of directors of the Company determines in good faith after consultation with outside counsel that such action is required by applicable law; (Bii) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of the registration statement Registration Statement or amendment thereto would require the Company to disclose material information, including, including without limitation, limitation the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such registration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders stockholders; or (Ciii) the Holders Company is engaged in, or prior to receiving such request had determined and taken substantial steps to effect, an underwritten public offering of Common Stock for its own account (other than an offering pursuant to Form X-0, X-0 or any successor or similar form) and the managing underwriter has advised the Company that such offers and sales by the Shareholders will adversely affect such public offering. Each period referred to above during which the use of a Registration Statement or amendment thereto is delayed in accordance with this Section 5 shall be referred to herein as a "Deferral Period". Notwithstanding the foregoing, in no event shall the Company be entitled to declare more than three (3) Deferral Periods in any 365-day period nor shall the aggregate number of days included in all Deferral Periods exceed one hundred fifty (150) days in any 365-day period without the consent of the Shareholders holding a majority of the Registrable Securities covered or Restricted Stock at such time. The Company shall terminate a Deferral Period as soon as practicable after the circumstances giving rise to be covered by the Company's right to declare such registration Deferral Period cease to exist. The Company shall promptly give the Shareholders written notice of a determination to commence a Deferral Period, which notice shall contain a general statement consent in writing to of the reasons for such delay or suspensionDeferral Period and the anticipated length of such Deferral Period, and shall notify the Shareholders upon the termination of each Deferral Period. Upon the occurrence of any such delay or suspensionIf, after a Registration Statement becomes effective, the Company shall use its reasonable best efforts to cause advises the holders of registered shares that the Company has determined in good faith that the registration statement is required to become effectivebe amended to comply with applicable law or regulation, to promptly amend or supplement the holders of such registered shares shall suspend any further sales of their registered shares until the Company advises them that the registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of the registration statement as soon as possiblehas been amended.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing a registration statement pursuant to this Section 3 Registration Statement or an amendment thereto, and may withhold efforts to cause such a registration statement Registration Statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such registration statement, in each case for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) if any of the following events shall occurif: (Ai) the board of directors of the Company Board determines in good faith after consultation with outside counsel that such action is required by applicable law; or (Bii) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of the registration statement Registration Statement or amendment thereto would require the Company to disclose material information, including, without limitation, including the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such registration statementRegistration Statement, and the board of directors of the Company Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or (C) shareholders. Each period referred to above during which the Holders use of a majority Registration Statement or amendment thereto is delayed in accordance with this Section 2.5 shall be referred to herein as a “Deferral Period”. Notwithstanding the foregoing, in no event shall the Company be entitled to more than one (1) Deferral Period of up to ninety (90) days in any 365-day period without the consent of the Registrable Securities covered or Investor. The Company shall terminate a Deferral Period as soon as practicable after the circumstances giving rise to be covered by the Company’s right to declare such registration Deferral Period cease to exist. The Company shall promptly give the Investor written notice of a determination to commence a Deferral Period, which notice shall contain a general statement consent in writing of the reasons for such Deferral Period and the anticipated length of such Deferral Period, and shall notify the Investor upon the termination of each Deferral Period. Subject to such delay or suspension. Upon the occurrence of any such delay or suspensionforegoing, if, after a Registration Statement becomes effective, the Company advises the holders of registered shares that the Company has determined in good faith that the Registration Statement is required to be amended to comply with applicable law or regulation, the holders of such registered shares shall use its reasonable best efforts to cause suspend any further sales of their registered shares until the registration statement to become effective, to promptly amend or supplement Company advises them that the registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of the registration statement as soon as possibleRegistration Statement has been amended.