Common use of Transfer of Conversion Shares After Registration; Suspension Clause in Contracts

Transfer of Conversion Shares After Registration; Suspension. (a) The Securityholder agrees that it will not effect any disposition of the Conversion Shares or its right to purchase the Conversion Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 4.1 and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Securityholder or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company shall (i) if deemed necessary by the Company, use commercially reasonable efforts to prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not 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 not misleading, and so that, as thereafter delivered to purchasers of the Conversion Shares being sold thereunder, such prospectus will not 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; (ii) provide the Securityholder (which may occur electronically) upon its request copies of any documents filed pursuant to Section 5.1(b)(i); and (iii) inform each Securityholder that the Company has complied with its obligations in Section 5.1(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Securityholder to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Securityholder when the amendment has become effective). (c) Subject to paragraph (d) below, in the event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Conversion Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission 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; then the Company shall deliver a certificate in writing (which may be delivered electronically) to the Securityholder (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Securityholder will refrain from selling any Conversion Shares pursuant to the Registration Statement (a “Suspension”) until the Securityholder’s receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable efforts to cause the use of the prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the Securityholder. (d) Provided that a Suspension is not then in effect, the Securityholder may sell Conversion Shares under the Registration Statement, provided that it arranges for delivery of a current prospectus to the transferee of such Conversion Shares.

Transfer of Conversion Shares After Registration; Suspension. (ai) The Securityholder Each Investor, severally and not jointly, agrees that it will not effect any disposition of the Conversion Shares or its right to purchase the Conversion Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 4.1 3.3(a) and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Securityholder Investor or its plan of distribution. (bii) Except in the event that paragraph (ciii) below applies, the Company shall (ix) if deemed necessary by the Company, use commercially reasonable efforts to prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related prospectus Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not 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 not misleading, and so that, as thereafter delivered to purchasers of the Conversion Shares being sold thereunder, that such prospectus Prospectus will not 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; (iiy) provide the Securityholder (which may occur electronically) upon its request Investors copies of any documents filed pursuant to Section 5.1(b)(i3.3(b)(ii)(x); and (iiiz) inform each Securityholder Investor that the Company has complied with its obligations in Section 5.1(b)(i3.3(b)(ii)(x) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Securityholder Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Securityholder Investor pursuant to Section 3.3(b)(ii)(x) hereof when the amendment has become effective). (ciii) Subject to paragraph (div) below, in the event (iw) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; (iix) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iiiy) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Conversion Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (ivz) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or prospectusProspectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectusProspectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall deliver a certificate notice in writing (which may be delivered electronically) to the Securityholder each Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Securityholder Investor will refrain from selling any Conversion Shares pursuant to the Registration Statement (a “Suspension”) until the Securityholder’s receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it Investor is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusSuspension is no longer effective. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the prospectus so suspended Suspension to be resumed terminated as soon as reasonably practicable within 20 business days after the delivery of a Suspension Notice to the SecurityholderInvestors. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the Investors, each Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 3.3(b)(iii). (div) Notwithstanding the foregoing paragraphs of this Section 3.3(b), the Investors shall not be prohibited from selling Conversion Shares under the Registration Statement as a result of Suspensions on more than two occasions of not more than 30 days each in any twelve month period, unless, in the good faith judgment of the Company’s Board of Directors, upon the advice of counsel, the sale of Conversion Shares under the Registration Statement in reliance on this Section 3.3(b)(iv) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the Company. (v) Provided that a Suspension is not then in effect, the Securityholder any Investor may sell Conversion Shares under the Registration Statement upon compliance with its obligations under this Section 3.3. (vi) In the event of a sale of Conversion Shares by an Investor pursuant to the Registration Statement, provided that it arranges for delivery of a current prospectus the Investor must also deliver to the transferee Company’s transfer agent, with a copy to the Company, a Certificate of such Subsequent Sale substantially in the form attached hereto as Exhibit G, so that the Conversion SharesShares may be properly transferred.

Transfer of Conversion Shares After Registration; Suspension. (ai) The Securityholder Each Investor, severally and not jointly, agrees that it will not effect any disposition of the Conversion Shares or its right to purchase the Conversion Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 4.1 3.3(a) and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Securityholder Investor or its plan of distribution. (bii) Except in the event that paragraph (ciii) below applies, the Company shall (ix) if deemed necessary by the Company, use commercially reasonable efforts to prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related prospectus Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not 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 not misleading, and so that, as thereafter delivered to purchasers of the Conversion Shares being sold thereunder, that such prospectus Prospectus will not 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; (iiy) provide the Securityholder (which may occur electronically) upon its request Investors copies of any documents filed pursuant to Section 5.1(b)(i3.3(b)(ii)(x); and (iiiz) inform each Securityholder Investor that the Company has complied with its obligations in Section 5.1(b)(i3.3(b)(ii)(x) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Securityholder Investor to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Securityholder Investor pursuant to Section 3.3(b)(ii)(x) hereof when the amendment has become effective). (ciii) Subject to paragraph (div) below, in the event (iw) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information; (iix) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iiiy) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Conversion Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (ivz) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or prospectusProspectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectusProspectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall deliver a certificate notice in writing (which may be delivered electronically) to the Securityholder each Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Securityholder Investor will refrain from selling any Conversion Shares pursuant to the Registration Statement (a “"Suspension”") until the Securityholder’s receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it Investor is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectusSuspension is no longer effective. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the prospectus so suspended Suspension to be resumed terminated as soon as reasonably practicable within 20 business days after the delivery of a Suspension Notice to the SecurityholderInvestors. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the Investors, each Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 3.3(b)(iii). (div) Notwithstanding the foregoing paragraphs of this Section 3.3(b), the Investors shall not be prohibited from selling Conversion Shares under the Registration Statement as a result of Suspensions on more than two occasions of not more than 30 days each in any twelve month period, unless, in the good faith judgment of the Company's Board of Directors, upon the advice of counsel, the sale of Conversion Shares under the Registration Statement in reliance on this Section 3.3(b)(iv) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the Company. (v) Provided that a Suspension is not then in effect, the Securityholder any Investor may sell Conversion Shares under the Registration Statement upon compliance with its obligations under this Section 3.3. (vi) In the event of a sale of Conversion Shares by an Investor pursuant to the Registration Statement, provided that it arranges for delivery of a current prospectus the Investor must also deliver to the transferee Company's transfer agent, with a copy to the Company, a Certificate of such Subsequent Sale substantially in the form attached hereto as Exhibit G, so that the Conversion SharesShares may be properly transferred.

Transfer of Conversion Shares After Registration; Suspension. (a) The Securityholder Investor agrees that it will not effect any disposition of the Conversion Shares or its right to purchase the Conversion Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 4.1 8.1 and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Securityholder Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company shall (i) if deemed necessary by the Company, use commercially reasonable efforts to prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not 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 not misleading, and so that, as thereafter delivered to purchasers of the Conversion Shares being sold thereunder, such prospectus will not 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; (ii) provide the Securityholder Investor (which may occur electronically) upon its request copies of any documents filed pursuant to Section 5.1(b)(i8.2(b)(i); and (iii) inform each Securityholder Investor that the Company has complied with its obligations in Section 5.1(b)(i8.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Securityholder Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Securityholder Investor when the amendment has become effective). (c) Subject to paragraph (d) below, in the event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Conversion Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission 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; then the Company shall deliver a certificate in writing (which may be delivered electronically) to the Securityholder Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Securityholder Investor will refrain from selling any Conversion Shares pursuant to the Registration Statement (a “Suspension”) until the SecurityholderInvestor’s receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable efforts to cause the use of the prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to the SecurityholderInvestor. (d) Provided that a Suspension is not then in effect, the Securityholder Investor may sell Conversion Shares under the Registration Statement, provided that it arranges for delivery of a current prospectus to the transferee of such Conversion Shares. (e) In the event of a sale of Conversion Shares by the Investor pursuant to the Registration Statement, the Investor must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B, and its stock certificate, so that the Conversion Shares may be properly transferred.