Common use of Suspension Rights Clause in Contracts

Suspension Rights. Notwithstanding anything herein to the ------------------ contrary, Parent shall have the right to suspend the use of the Registration Statement for a period not greater than forty-five (45) consecutive days and for not more than ninety (90) days in any twelve (12) month period (the "Suspension ---------- Period"), if, in the good faith opinion of the Board of Directors of Parent, ------ after consultation with counsel, material, nonpublic information exists, including, 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 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 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 Registration Statement is again available for use.

Suspension Rights. Notwithstanding anything herein to the ------------------ contrarycontrary contained herein, Parent shall have the right 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 the such Holder’s use of the any prospectus that is a part of such Registration Statement for 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 period not greater than fortytransaction 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-five (45) consecutive days and for not more than ninety (90) days in any twelve (12) month period (public event the "Suspension ---------- Period"), ifdisclosure of which at such time, in the good faith opinion judgment of the Board of Directors of ParentCompany, ------ after consultation with counselwould materially adversely affect the Company; provided, material, nonpublic information exists, including, 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 to contain no material misstatements or omissions, and in each such case, wherehowever, in no event, during any rolling twelve-month period, shall the good faith opinion filing or effectiveness 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 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 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 public resale one instance, or for more than an aggregate of 120 calendar days. Upon disclosure of such securities by information or the Registration Statement. Upon termination of the conclusion of a Suspension Periodcondition described above, Parent the Company shall provide Seller written notice that 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 is again available for useand 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. Notwithstanding anything herein 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 ------------------ contrary, Securities Act or Exchange Act (a “Suspension Event”); then Parent shall have the right to suspend the use of the 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 Required Shelf Filing Deadline in accordance with Section 2.01(a), for a period not greater than forty-five (45) consecutive days and for 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 twelve 12-month period; provided, however, that Parent shall be required to give written notice to discontinue sales of Registrable Securities pursuant to such Registration Statement (12provided that each Holder may settle any then-contracted sales of Registrable Securities, which such notice shall in no event contain any material non-public information regarding Parent) month period (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 "Suspension ---------- Period"), if, in Event or its effect is continuing. Each Holder agrees not to effect any sales of its Registrable Securities pursuant to such Registration Statement throughout the good faith opinion 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, ------ after consultation with counsel, material, nonpublic information exists, including, the proposed acquisition or divestiture of assets Suspension Notice will be given 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 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 to the Registration Statement in order to disclose such material information. Parent shall give Seller notice Holders promptly upon knowledge that a Suspension Period (without indicating following 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 conclusion of any Suspension Period, no holder of Parent Common Stock registered for resale on such Registration Statement shall attempt Event (and in any public resale of such securities by event during the Registration Statement. Upon the conclusion of a permitted Suspension Period, Parent shall provide Seller written notice that the Registration Statement is again available for use).

Suspension Rights. Notwithstanding anything herein to the ------------------ contrarycontrary 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 right to suspend 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 Registration Statement for prospectus would materially interfere with Parent’s ability to pursue or consummate such a period 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 greater than forty-five to be in the best interests of Parent; provided, however, that (45i) consecutive days and for not 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 twelve consecutive 365-day period and (12ii) month period during the first six months following the Closing Date, there shall not be suspension periods exceeding sixty (the "Suspension ---------- Period"), if, 60) days in the good faith opinion aggregate. Upon disclosure of such information or the termination of the Board condition described above, Parent shall promptly (x) provide notice to the Securityholder Representative, (y) terminate any suspension of Directors sales it has put into effect and (z) take such other actions necessary to permit registered sales of Parent, ------ after consultation with counsel, material, nonpublic information existsRegistrable Securities as required or contemplated by this Agreement, including, the proposed acquisition or divestiture if necessary, preparation and filing 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 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 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 or prospectus supplement so that the Registration Statement is again available for userelevant 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 herein 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 ------------------ contrarySecurities Act or Exchange Act ((i), (ii) or (iii) a “Suspension Event”); then Parent shall have the right to suspend the use of the 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 Required Shelf Filing Deadline in accordance with Section 2.01(a), for a period not greater than forty-five (45) consecutive days and for of not more than ninety sixty (9060) days (the “Suspension Period”), provided that such right pursuant to this Section 2.04 may not be utilized more than twice in any twelve 12-month period; provided, however, that Parent shall be required to give written notice to discontinue sales of Registrable Securities pursuant to such Registration Statement (12provided that each Holder may settle any then-contracted sales of Registrable Securities, which such notice shall in no event contain any material non-public information regarding Parent) month period (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 "Suspension ---------- Period"), if, in the good faith opinion Event or its effect is continuing. Each Holder agrees not to effect any sales of its Registrable Securities pursuant to such 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, ------ after consultation with counsel, material, nonpublic information exists, including, the proposed acquisition or divestiture of assets Suspension Notice will be given 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 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 to the Registration Statement in order to disclose such material information. Parent shall give Seller notice Holders promptly upon knowledge that a Suspension Period (without indicating following 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 conclusion of any Suspension Period, no holder of Parent Common Stock registered for resale on such Registration Statement shall attempt Event (and in any public resale of such securities by event during the Registration Statement. Upon the conclusion of a permitted Suspension Period, Parent shall provide Seller written notice that the Registration Statement is again available for use).