Common use of Suspension Period Clause in Contracts

Suspension Period. Each Holder, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 4(e)(vi), shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that (x) the Company shall not give a Suspension -------- ------- Notice until after a Registration Statement has been declared effective, (y) the Company shall not give more than two Suspension Notices during any period of twelve consecutive months and (z) in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended Prospectus contemplated by Section 4(e) (the "Suspension Period") exceed 60 days. In the event that the Company shall give any Suspension Notice, the Company shall use commercially reasonable efforts and take such actions as are reasonably necessary to render the Advice and end the Suspension Period as promptly as practicable.

Suspension Period. Each Holder, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 4(e)(vi4(f)(v), forthwith shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that (x) the Company shall not give a Suspension -------- ------- Notice until after a the Registration Statement has been declared effective, (y) the Company shall not give more than two Suspension Notices during any period of twelve consecutive months and (z) in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended Prospectus contemplated by Section 4(e) (the "Suspension Period") exceed 60 days. In the event that the Company shall give any Suspension Notice, (i) the Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice and end the Suspension Period as promptly as practicablepracticable and (ii) immediately following expiration of the Suspension Period, the Company shall, to the extent necessary, prepare and file with the Commission and furnish a supplement or amendment to such Prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Suspension Period. Each Holder, upon receipt of any notice (a "Suspension Notice") from Upon the Company of the happening occurrence of any event contemplated by clauses (B) through (F) of Section 2(b)(vii) of this Agreement, the Company shall, as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the kind described premature disclosure of such event, prepare, as may be required, a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (B) through (F) of Section 4(e)(vi2(b)(vii) to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, or the Company otherwise notifies the Holders of its election to suspend the availability of a Registration Statement and Prospectus pursuant to clause (F) of Section 2(b)(vii), then the Holders shall forthwith discontinue disposition `suspend use of the Registrable Securities pursuant such Prospectus. The Company will use its reasonable best efforts to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) or until it is advised in writing (the "Advice") by the Company ensure that the use of the Prospectus may be resumedresumed as promptly as is practicable, and has received copies of any additional or supplemental filings which are incorporated by reference except that in the Prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, case of suspension of the availability of a Registration Statement and Prospectus covering such Registrable Securities current at the time pursuant to clause (F) of receipt of such notice; providedSection 2(b)(vii), however, that (x) the Company shall not give a Suspension -------- ------- Notice be required to take such action until after such time as it shall determine that the continued availability of the Registration Statement and Prospectus is no longer not in the best interests of the Company. The Company shall be entitled to exercise its right under this Section 2(c) to suspend the availability of a Registration Statement has been declared effective, and Prospectus for a period not to exceed ninety (y90) the Company shall days (which need not give more than two Suspension Notices during any period of twelve be consecutive months and (zdays) in no event shall the any twelve (12) month period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended Prospectus contemplated by Section 4(e) (the "“Suspension Period") exceed 60 days. In the event that the Company shall give any Suspension Notice, the Company shall use commercially reasonable efforts and take such actions as are reasonably necessary to render the Advice and end the Suspension Period as promptly as practicable”).

Suspension Period. Each HolderNotwithstanding any other provision of this Section 2, upon receipt of any notice (a "Suspension Notice") from Holder acknowledges that there may be times when the Company of the happening of any event of the kind described in Section 4(e)(vi), shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) or until it is advised in writing (the "Advice") by the Company that must suspend the use of the Prospectus may be resumed, and has received copies forming a part of any additional a Registration Statement until such time as an amendment to such Prospectus or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that (x) the Company shall not give a Suspension -------- ------- Notice until after a Registration Statement has been filed by the Company and, if applicable, declared effectiveeffective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Holder hereby covenants that it will not sell any Registrable Securities pursuant to said Prospectus during the period commencing at the time at which the Company gives Holder notice (which notice shall not, without Xxxxxx’s prior written consent, disclose to Holder any material nonpublic information regarding the Company) of the suspension of the use of said Prospectus and ending at the time the Company gives Holder notice that Holder may thereafter effect sales pursuant to said Prospectus (such period, a “Suspension Period”); provided, (ya) that such Suspension Period shall in no event exceed (i) a period of more than thirty (30) consecutive days or (ii) more than an aggregate total of sixty (60) days, in each case in any 360-day period, (b) the Company shall has reasonably determined that, in order for such Registration Statement or accompanying Prospectus not give more than two Suspension Notices during any period of twelve consecutive months to contain a material misstatement or omission, an amendment or supplement thereto is needed, and (zc) in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended Prospectus contemplated by Section 4(e) (the "Suspension Period") exceed 60 days. In the event that the Company shall give any Suspension Notice, the Company shall will use commercially reasonable efforts and take such actions as are reasonably necessary to render the Advice and end the Suspension Period as promptly as practicablepracticable and, upon the termination of the condition set forth in clause (b), will provide prompt notice to Holder and take such other reasonable actions to permit sales of Registrable Securities pursuant to said Registration Statement.

Suspension Period. Each Holder, upon receipt of any notice that states (a) that such notice is a notice by the Company pursuant to clause (i) or (ii) of this Section 5 and (b) the obligations of Holders in respect thereof pursuant to this Agreement (which notice shall not contain any other information except as required by law) (a "Suspension Notice") from the Company of requiring such Holder to suspend the happening of any event of the kind described in Section 4(e)(vi), shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, shall forthwith discontinue such disposition of the Registrable Securities pursuant to the Registration Statement (i) for any period (limited in duration as specified below) determined by the Company if the Company would, in the opinion of the Company's counsel, be required to disclose in such Registration Statement or any Prospectus information contemplated thereby not otherwise then required to be publicly disclosed, and in the reasonable judgment of the Board of Directors of the Company, such disclosure might adversely affect the Company or any material business transaction or negotiation in which the Company is then engaged, or (ii) in the event of any happening of the kind described in Section 4(f)(ii), (iii), (iv) or (v), until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f4(f)(i) or until it such Holder is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that (x) the Company shall not give a Suspension -------- ------- Notice until after a Registration Statement has been declared effective, (y) the Company shall not give more than two Suspension Notices during any period of twelve consecutive months and (z) in no event shall any single period during which the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies disposition of the supplemented or amended Prospectus contemplated by Registrable Securities is suspended under this Section 4(e) 5 (the "Suspension Period") exceed 60 days20 days (in the case of any Suspension Period pursuant to clause (ii) above) or 45 days (in the case of any Suspension Period pursuant to clause (i) above), (y) in no event shall the aggregate length of all Suspension Periods during any period of twelve consecutive months exceed 90 days and (z) there shall be at least two Trading Days between any two consecutive Suspension Periods. In the event that the Company shall give any Suspension Notice, (x) in the case of a Suspension Notice given pursuant to clause (i) above, the Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice and end the Suspension Period as promptly as practicablepracticable and (y) immediately following expiration of the Suspension Period, the Company shall, to the extent necessary, prepare and file with the Commission and furnish a supplement or amendment to such Prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of New Common Stock to a transferee of a Holder in connection with any sale of Registrable Securities under the Registration Statement with respect to which a Holder has entered into a contract for sale (constituting a "sale" of such Registrable Securities for purposes of the Securities Act) prior to the Holder's receipt of the notice of a Suspension Period and for which the Initial Holder has not yet settled.

Suspension Period. Each In the case of a Shelf Registration Statement, each Holder, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 4(e)(vi)3(f)(vi) or of any event which, in the Company's reasonable business judgment, could become such an event, shall forthwith discontinue disposition of the Registrable Securities pursuant to the Shelf Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f3(f) or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that (xw) the Company shall not give a Suspension -------- ------- Notice until after a the Shelf Registration Statement has been declared effective, (yx) the Company shall not give more than two three Suspension Notices during any period of twelve consecutive months and months, (zy) in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended Prospectus contemplated by Section 4(e3(f) (the "Suspension Period") exceed 60 days and (z) in no event shall the aggregate length of all Suspension Periods during any period of twelve consecutive months exceed 90 days. In the event that the Company shall give any Suspension Notice, (i) the Company shall use commercially its reasonable business efforts and take such actions as are reasonably necessary to render the Advice and end the Suspension Period as promptly as practicablepracticable and (ii) the time period for which a Shelf Registration Statement is required to be kept effective pursuant to Section 2 hereof shall be extended by the number of days during the Suspension Period.

Suspension Period. Each Holder, upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event of the kind described in Section 4(e)(vi4(f)(v), forthwith shall forthwith discontinue disposition of the Registrable Securities pursuant to the Resale Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that (x) the Company shall not give a Suspension -------- ------- Notice until after a the Resale Registration Statement has been declared effective, (y) the Company shall not give more than two Suspension Notices during any period of twelve consecutive months and (z) in no event shall the period from the date on which any Holder receives a Suspension Notice to the date on which any Holder receives either the Advice or copies of the supplemented or amended Prospectus contemplated by Section 4(e) (the "Suspension Period") exceed 60 days. In the event that the Company shall give any Suspension Notice, (i) the Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice and end the Suspension Period as promptly as practicablepracticable and (ii) immediately following expiration of the Suspension Period, the Company shall, to the extent necessary, prepare and file with the Commission and furnish a supplement or amendment to such Prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.