Common use of Suspension Rights Clause in Contracts

Suspension Rights. Notwithstanding anything to the contrary contained herein, Parent may, upon written notice (which notice shall include a certificate signed by an executive officer of Parent stating that Parent is exercising its rights under this Section 2.7, a general statement of the reason for the suspension and an estimate of the length of the suspension) to the Securityholder Representative, suspend (x) Parent’s obligation to file or have declared or keep effective any registration statement or any amendment thereto and (y) any Holder’s use of any prospectus which is part of any registration statement (in which event each Holder shall discontinue sales of Registrable Securities pursuant to such registration statement) if (a) Parent is pursuing a material financing, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or Parent is resolving comments on its public filings with the Commission and the board of directors of Parent, or a validly appointed committee thereof, determines in its good faith judgment that the use of the prospectus would materially interfere with Parent’s ability to pursue or consummate such a transaction or resolve such comments with the Commission or would require the public disclosure thereof or (b) Parent is in the possession of other material non-public information the disclosure of which at such time, in the good faith judgment of the board of directors of Parent, or a validly appointed committee thereof, would reasonably be expected not to be in the best interests of Parent; provided, however, that (i) there shall be no more than two suspensions in any period of twelve consecutive months and in no event shall such suspension period exceed an aggregate of ninety (90) days in any consecutive 365-day period and (ii) during the first six months following the Closing Date, there shall not be suspension periods exceeding sixty (60) days in the aggregate. Upon disclosure of such information or the termination of the condition described above, Parent shall promptly (x) provide notice to the Securityholder Representative, (y) terminate any suspension of sales it has put into effect and (z) take such other actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the relevant registration statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Suspension Rights. Notwithstanding anything any other provision of this Agreement, if Parent’s board of directors determines that compliance with its obligations under this Article 2 would be materially detrimental to Parent and its stockholders because such registration would: (A) materially interfere with a significant acquisition, corporate reorganization, financing or other similar transaction involving Parent; (B) require premature disclosure of material non-public information that Parent has a bona fide business purpose for preserving as confidential; or (C) render Parent unable to comply with requirements under the Securities Act or Exchange Act (a “Suspension Event”); then Parent shall have the right to suspend, defer or delay compliance with its obligations under this Article 2, other than its obligations to file a Shelf Registration Statement on or prior to the contrary contained hereinRequired Shelf Filing Deadline in accordance with Section 2.01(a), for a period of not more than ninety (90) days (the “Suspension Period”), provided that such right pursuant to this Section 2.04 may not be utilized more than twice in any 12-month period; provided, however, that Parent may, upon shall be required to give written notice (which notice shall include a certificate signed by an executive officer of Parent stating that Parent is exercising its rights under this Section 2.7, a general statement of the reason for the suspension and an estimate of the length of the suspension) to the Securityholder Representative, suspend (x) Parent’s obligation to file or have declared or keep effective any registration statement or any amendment thereto and (y) any Holder’s use of any prospectus which is part of any registration statement (in which event each Holder shall discontinue sales of Registrable Securities pursuant to such registration statement) if Registration Statement (a) Parent is pursuing a material financingprovided that each Holder may settle any then-contracted sales of Registrable Securities, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or Parent is resolving comments on its public filings with the Commission and the board of directors of Parent, or a validly appointed committee thereof, determines which such notice shall in its good faith judgment that the use of the prospectus would materially interfere with Parent’s ability to pursue or consummate such a transaction or resolve such comments with the Commission or would require the public disclosure thereof or (b) Parent is in the possession of other no event contain any material non-public information regarding Parent) to each Holder whose Registrable Securities are included any such Registration Statement prepared pursuant to this Article 2. Such suspension will continue only for so long as the disclosure Suspension Event or its effect is continuing. Each Holder agrees not to effect any sales of which at its Registrable Securities pursuant to such time, in Registration Statement throughout the good faith judgment Suspension Period following receipt of a suspension notice from Parent until such Holder has received a written notice from Parent to such effect that a Holder may recommence effecting sales of the board Registrable Securities pursuant to such Registration Statement (or such filings) (an “End of directors Suspension Notice”) which such End of Parent, or a validly appointed committee thereof, would reasonably Suspension Notice will be expected not given by Parent to be in the best interests Holders promptly following the conclusion of Parent; provided, however, that any Suspension Event (i) there shall be no more than two suspensions and in any period of twelve consecutive months and in no event shall such suspension period exceed an aggregate of ninety (90) days in any consecutive 365-day period and (ii) during the first six months following the Closing Date, there shall not be suspension periods exceeding sixty (60) days in the aggregate. Upon disclosure of such information or the termination of the condition described above, Parent shall promptly (x) provide notice to the Securityholder Representative, (y) terminate any suspension of sales it has put into effect and (z) take such other actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the relevant registration statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingpermitted Suspension Period).

Suspension Rights. Notwithstanding anything herein to the contrary contained herein------------------ contrary, Parent may, upon written notice (which notice shall include a certificate signed by an executive officer of Parent stating that Parent is exercising its rights under this Section 2.7, a general statement of have the reason for the suspension and an estimate of the length of the suspension) right to the Securityholder Representative, suspend (x) Parent’s obligation to file or have declared or keep effective any registration statement or any amendment thereto and (y) any Holder’s use of any prospectus which is part of any registration statement (in which event each Holder shall discontinue sales of Registrable Securities pursuant to such registration statement) if (a) Parent is pursuing a material financing, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or Parent is resolving comments on its public filings with the Commission and the board of directors of Parent, or a validly appointed committee thereof, determines in its good faith judgment that the use of the prospectus would materially interfere with Parent’s ability to pursue or consummate such Registration Statement for a transaction or resolve such comments with the Commission or would require the public disclosure thereof or period not greater than forty-five (b45) Parent is in the possession of other material non-public information the disclosure of which at such time, in the good faith judgment of the board of directors of Parent, or a validly appointed committee thereof, would reasonably be expected consecutive days and for not to be in the best interests of Parent; provided, however, that (i) there shall be no more than two suspensions in any period of twelve consecutive months and in no event shall such suspension period exceed an aggregate of ninety (90) days in any consecutive 365-day twelve (12) month period and (ii) during the first six months following the Closing Date"Suspension ---------- Period"), there shall not be suspension periods exceeding sixty (60) days if, in the aggregate. Upon disclosure of such information or the termination good faith opinion of the condition described aboveBoard of Directors of Parent, Parent shall promptly (x) provide notice to the Securityholder Representative------ after consultation with counsel, (y) terminate any suspension of sales it has put into effect and (z) take such other actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreementmaterial, nonpublic information exists, including, if necessarythe proposed acquisition or divestiture of assets by Parent or the existence of pending material corporate developments, preparation the public disclosure of which would be necessary to cause the Registration Statement to be materially true and filing to contain no material misstatements or omissions, and in each such case, where, in the good faith opinion of the Board of Directors of Parent, such disclosure would be reasonably likely to have a material adverse effect on Parent or on the proposed transaction or Parent requires time to prepare a post-effective amendment or prospectus supplement so to the Registration Statement in order to disclose such material information. Parent shall give Seller 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 Seller. During the pendency of any Suspension Period, no holder of Parent 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, Parent shall provide Seller written notice that the relevant registration statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingRegistration Statement is again available for use.

Suspension Rights. Notwithstanding anything herein to the contrary contained herein------------------- contrary, Parent may, upon written notice (which notice shall include a certificate signed by an executive officer of Parent stating that Parent is exercising its rights under this Section 2.7, a general statement of have the reason for the suspension and an estimate of the length of the suspension) right to the Securityholder Representative, suspend (x) Parent’s obligation to file or have declared or keep effective any registration statement or any amendment thereto and (y) any Holder’s use of any prospectus which is part of any registration statement (in which event each Holder shall discontinue sales of Registrable Securities pursuant to such registration statement) if (a) Parent is pursuing a material financing, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or Parent is resolving comments on its public filings with the Commission and the board of directors of Parent, or a validly appointed committee thereof, determines in its good faith judgment that the use of the prospectus would materially interfere with Parent’s ability to pursue or consummate such Registration Statement for a transaction or resolve such comments with period not greater than 45 consecutive days and for not more than 90 days in any 12-month period (the Commission or would require the public disclosure thereof or (b) Parent is in the possession of other material non-public information the disclosure of which at such time"Suspension Period"), if, in the good ----------------- faith judgment opinion of the board Board of directors Directors of Parent, or a validly appointed committee thereofafter consultation with counsel, would reasonably be expected not to be in the best interests of Parent; providedmaterial, however, that (i) there shall be no more than two suspensions in any period of twelve consecutive months and in no event shall such suspension period exceed an aggregate of ninety (90) days in any consecutive 365-day period and (ii) during the first six months following the Closing Date, there shall not be suspension periods exceeding sixty (60) days in the aggregate. Upon disclosure of such nonpublic information or the termination of the condition described above, Parent shall promptly (x) provide notice to the Securityholder Representative, (y) terminate any suspension of sales it has put into effect and (z) take such other actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreementexists, including, if necessarywithout limitation, preparation the proposed acquisition or divestiture of assets by Parent 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 filing to contain no material misstatements or omissions, and in each such case, where, in the good-faith opinion of the Board of Directors of Parent, such disclosure would be reasonably likely to have a material adverse effect on Parent or on the proposed transaction or Parent requires time to prepare a post-effective amendment or prospectus supplement so to the Registration Statement in order to disclose such material information, Parent shall give Sellers 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 Sellers. During the pendency of any Suspension Period, no holder of Parent 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, Parent shall provide Sellers written notice that the relevant registration statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingRegistration Statement is again available for use.

Suspension Rights. Notwithstanding anything any other provision of this Agreement, if Parent’s board of directors reasonably and in good faith determines that compliance with its obligations under this Article 2 would be materially detrimental to Parent and its stockholders because such registration would: (i) materially interfere with a significant acquisition, corporate reorganization, financing or other similar transaction involving Parent; (ii) require premature disclosure of material non-public information that Parent has a bona fide business purpose for preserving as confidential; or (iii) render Parent unable to comply with requirements under the Securities Act or Exchange Act ((i), (ii) or (iii) a “Suspension Event”); then Parent shall have the right to suspend, defer or delay compliance with its obligations under this Article 2 other than its obligations to file a Shelf Registration Statement on or prior to the contrary contained hereinRequired Shelf Filing Deadline in accordance with Section 2.01(a), for a period of not more than sixty (60) days (the “Suspension Period”), provided that such right pursuant to this Section 2.04 may not be utilized more than twice in any 12-month period; provided, however, that Parent may, upon shall be required to give written notice (which notice shall include a certificate signed by an executive officer of Parent stating that Parent is exercising its rights under this Section 2.7, a general statement of the reason for the suspension and an estimate of the length of the suspension) to the Securityholder Representative, suspend (x) Parent’s obligation to file or have declared or keep effective any registration statement or any amendment thereto and (y) any Holder’s use of any prospectus which is part of any registration statement (in which event each Holder shall discontinue sales of Registrable Securities pursuant to such registration statement) if Registration Statement (a) Parent is pursuing a material financingprovided that each Holder may settle any then-contracted sales of Registrable Securities, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or Parent is resolving comments on its public filings with the Commission and the board of directors of Parent, or a validly appointed committee thereof, determines which such notice shall in its good faith judgment that the use of the prospectus would materially interfere with Parent’s ability to pursue or consummate such a transaction or resolve such comments with the Commission or would require the public disclosure thereof or (b) Parent is in the possession of other no event contain any material non-public information regarding Parent) to each Holder whose Registrable Securities are included in any such Registration Statement prepared pursuant to this Article 2. Such suspension will continue only for so long as the disclosure Suspension Event or its effect is continuing. Each Holder agrees not to effect any sales of which at its Registrable Securities pursuant to such time, in the good faith judgment Registration Statement throughout any Suspension Period following receipt of a suspension notice from Parent until such Holder has received a written notice from Parent that a Holder may recommence effecting sales of the board Registrable Securities pursuant to such Registration Statement (or such filings) (an “End of directors Suspension Notice”) which such End of Parent, or a validly appointed committee thereof, would reasonably Suspension Notice will be expected not given by Parent to be in the best interests Holders promptly following the conclusion of Parent; provided, however, that any Suspension Event (i) there shall be no more than two suspensions and in any period of twelve consecutive months and in no event shall such suspension period exceed an aggregate of ninety (90) days in any consecutive 365-day period and (ii) during the first six months following the Closing Date, there shall not be suspension periods exceeding sixty (60) days in the aggregate. Upon disclosure of such information or the termination of the condition described above, Parent shall promptly (x) provide notice to the Securityholder Representative, (y) terminate any suspension of sales it has put into effect and (z) take such other actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the relevant registration statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingpermitted Suspension Period).