Suspension Rights Sample Clauses

Suspension Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to (i) all Holders whose Registrable Securities are to be included in a Registration Statement, delay the filing or effectiveness of a Registration Statement required under Section 2.01(a), or (ii) any Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Holder shall discontinue sales of Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) following the effectiveness of such Registration Statement or other registration statement if the Company (x) is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, in no event, during any rolling twelve-month period, shall the filing or effectiveness of such Registration Statement be delayed, or such Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement or other registration statement on more than two occasions, for more than 90 calendar days in any one instance, or for more than an aggregate of 120 calendar days. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in any event within two Business Days of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.
Suspension Rights. (a) The Supplier may suspend the provision of ProcurePro (or any part of it) without having any liability to the Customer:
Suspension Rights. Without limiting any other rights available to Hitachi under the Master Agreement or applicable law, Hitachi may suspend delivery of all or any part of the XaaS Services without liability if: (i) You are in breach of Your payment obligations under an XaaS Agreement or payment obligations to a Hitachi Partner; (ii) You are otherwise in uncured breach of an XaaS Agreement because of Your conduct or the conduct of Your Personnel or End User; (iii) You or any party on Your behalf commits a Misuse; (iv) You become or threaten to become Insolvent; Žƌ ;ǀͿ ƚŚĞƌĞ ŝƐ Ă ĐŚĂŶŐĞ ŽĨ ĐŽŶƚƌŽů ŝŶ zŽƵ ƚŚĂƚ ŝƐ ŶŽƚ under these Terms or under applicable law, Hitachi will reinstate any suspended XaaS Services following the remediation of the breach. Hitachi has a right to terminate the XaaS Agreement if Hitachi has a right to suspend XaaS Services under this Section. Hitachi will use reasonable commercial endeavors to give You or Your Hitachi Partner (where applicable) notice in advance of a suspension, except where it determines immediate suspension is necessary. You will remain responsible for all fees and charges that You incur during the suspension period, including any further period of use contemplated by these Terms or the XaaS Agreement. However, Hitachi shall not be liable for any Failure in the XaaS Services during any suspension period, irrespective of whether or not any service credits are payable by Hitachi under an XaaS Agreement for service level breaches. Hitachi will not erase Content during a suspension except as otherwise specified in these Terms or the XaaS Agreement.
Suspension Rights. (a) If an Event of Default occurs and is continuing, the non-defaulting Party may, by giving five (5) calendar dayswritten notice, suspend its obligation to deliver Sales Volumes hereunder or its obligation to purchase Sales Volumes hereunder, as applicable. While deliveries of Sales Volumes hereunder are suspended pursuant to this Section 7.2, PXP shall have the right, but not the obligation, to sell any undelivered volumes to other purchasers and shall, if PXP is the non-defaulting Party, be entitled to damages from CoP equal to the amount it would have received under the terms of this Agreement for such undelivered volumes less the amount received from other purchasers of the undelivered volumes, plus actual costs and expenses incurred by PXP in arranging sales to other purchasers. While any purchases of Sales Volumes hereunder are suspended pursuant to this Section 7.2, CoP may purchase Sales Volumes from other sellers and shall, if CoP is the non-defaulting Party, be entitled to damages from PXP equal to the amount paid to purchase the Sales Volumes from other sellers less the amount it would have paid for the Sales Volumes under the terms of this Agreement, plus actual costs and expenses incurred by CoP in arranging purchases from other sellers.
Suspension Rights. The Company shall have the right, which right may be exercised by the Company only twice during any twelve (12) month period, to extend, suspend or delay the effectiveness of the Registration Statement for a period of up to ninety (90) days if, upon advice of counsel to the Company, effectiveness of such Registration Statement would interfere with any then currently active acquisition, financing or similar transaction of the Company by requiring the premature disclosure of any material corporate development or otherwise.
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Suspension Rights. If You are in material breach of the Agreement (including by non-payment of our Charges when due) We have the right to suspend performance of any or all of our obligations under the Agreement if You fail to comply with our written notice requiring You to remedy such breach by the date specified in such notice.
Suspension Rights. Notwithstanding the provisions of this Agreement, the Company's obligation to file a Registration Statement, or cause such Registration Statement to become and remain effective, shall be suspended for a period of 90 days in any 12 month period if there exists at the time material non-public information relating to the Company which, in the reasonable opinion of counsel to the Company, should not be disclosed.
Suspension Rights. Notwithstanding anything herein to the ------------------ contrary, the Company shall have the right to suspend the use of the Registration Statement for a period not greater than forty-five (45) consecutive days (the "Suspension Period"), but not more than one time during the ------------------ Registration Period, if, in the good faith opinion of the Company's Board of Directors, after consultation with counsel, material, nonpublic information exists, including the proposed acquisition or divestiture of assets by the Company or the existence of pending material corporate developments, the public disclosure of which would be necessary to cause the Registration Statement to be materially true and to contain no material misstatements or omissions, and in each such case, where, in the good faith opinion of the Company's Board of Directors, such disclosure would be reasonably likely to have a material adverse effect on the Company or on the proposed transaction or the Company requires time to prepare a post-effective amendment to the Registration Statement in order to disclose such material information. The Company shall give the Investors notice promptly upon knowledge that a Suspension Period (without indicating the nature of such Suspension Period) may occur and prompt written notice if a Suspension Period will occur and such notices must be acknowledged in writing by the Investors. During the pendency of any Suspension Period, no holder of Company Common Stock registered for resale on such Registration Statement shall attempt any public resale of such securities by the Registration Statement. Upon the conclusion of a Suspension Period, the Company shall provide the Investors written notice that the Registration Statement is again available for use.
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