Suspension of Registration Statement. If subsequent to -------------------------------------- any Closing, the Registration Statement is suspended, other than due to the acts of the Investor or the Placement Agent, for any period exceeding twenty trading days (20) days, the Company shall pay an amount equal to two percent (2 %) of the Purchase Price of all Common Stock held by the Investor, purchased pursuant to this Agreement for each twenty trading day (20) day period or portion thereof; provided, however, that the Company shall not be required to pay such -------- ------- amount to the Investor in connection with any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post-effective amendment is declared effective by the SEC.
Suspension of Registration Statement. If, at any time when a registration statement effected pursuant to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Corporation becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the amendment or supplement to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Corporation has a bona fide business purpose for preserving as confidential and the Corporation provides KRH written notice thereof promptly after the Corporation makes such determination, KRH shall suspend sales of Registrable Securities pursuant to such registration statement and the Corporation shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier of (a) the date upon which such material information is disclosed to the public or ceases to be material or (b) 60 days after KRH’s receipt of such written notice. If KRH’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Corporation thereafter extends the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement shall not be counted for purposes of determining the number of registrations permitted under Section 2(a)(ii) hereof.
Suspension of Registration Statement. The Company shall be permitted to suspend the effectiveness of any Registration Statement hereunder if (i) the Company provides at least 10 days' prior written notice to the Investor Stockholders of the Company's intention to make a public offering of its Common Stock within 30 days of such notice, other than a Registration Statement filed pursuant to Section 3 hereof or (ii) a merger, acquisition, business combination or other material transaction has been proposed and is being actively considered by the Company and notice of the same is provided to the Investor Stockholders. Notwithstanding anything to the contrary in this Section 12, the Company shall not be permitted to suspend the effectiveness of any Registration Statement hereunder for more than 30 consecutive days at any one time or more than 60 days in any 12-month period.
Suspension of Registration Statement. (a) During the Commitment Period and notwithstanding anything to the contrary herein or in the Registration Rights Agreement, the Company from time to time may suspend the use of a Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include 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 (a “Black Out Period”).
Suspension of Registration Statement. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to the Holder, to delay the filing or effectiveness of a Registration Statement or require the Holder to suspend the use of the Prospectus for sales of Registrable Securities under an effective Registration Statement for a reasonable period of time not to exceed forty-five (45) consecutive days or sixty (60) days in the aggregate in any twelve (12)-month period (a “Suspension Period”) if the Company Board (or the executive committee thereof) determines in good faith that such filing, effectiveness or use would (i) require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Company that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company; provided, that if at the time of receipt of such notice by the Holder, the Holder shall have sold all or a portion of the Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the sale of such Registrable Securities) pursuant to an effective Registration Statement and the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Notice of Suspension, the Holder shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminated.
Suspension of Registration Statement. Notwithstanding anything to the contrary in this Section 2, the Company may, by delivering written notice to the Holders, defer and suspend the filing of any Registration Statement covering Transfer Restricted Securities at any time if (i) the Company is in possession of material non-public information, (ii) the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) the Company determines in good faith that disclosure of such material non-public information would have a material adverse effect on the Company and its stockholders; provided, however, that upon the public disclosure by the Company of the material non-public information described in clause (i) of this paragraph, the suspension of the filing of the Registration Statement pursuant to this Section 2(c) shall cease and the Company shall promptly comply with Section 3(b) hereof. In no event shall any suspension of the filing of a Registration Statement pursuant to Section 2(c) exceed sixty (60) days or occur more than three (3) times in any twelve (12) month period.
Suspension of Registration Statement. Upon written notice to the Purchaser, the Seller may suspend the use of any prospectus used in connection with the Registration Statement if the Board of Directors of the Seller determines in good faith based upon advice of counsel that the use of the prospectus would be misleading because of material non-public information known to the Seller and disclosure of which is determined by the Board of Directors to be materially detrimental to the Seller and is not otherwise required by law; provided, however, that the Seller may utilize this provision only once in any twelve (12) month period and any such suspension shall not exceed forty-five (45) calendar days. The Seller will use its reasonable best efforts to cause any such suspension to terminate at the earliest possible date.
Suspension of Registration Statement. (a) If at any time, and from time to time, during the Selling Period Onyx shall furnish to the Holders a certificate signed by the chief executive officer or chief financial officer of Onyx stating that (i) in the good-faith judgment of Onyx’s Board of Directors, permitting the sale of Onyx Common Stock pursuant to the Registration Statement at such time would be materially detrimental to Onyx and its shareholders or (ii) there exists a Disclosure Condition, Onyx may require that no sales be made by the Holders under the Registration Statement or the applicable Prospectus until such time as Onyx notifies the Holders in writing that such sales may be resumed; provided, however, that Onyx shall not exercise this right for more than a total of 60 days in the case of any one delay (subject to the limitation on delays and suspensions set forth in Section 2.3(b) hereof) nor more than twice in any twelve-month period; and provided further, that Onyx may not so suspend the use of the Registration Statement during any time in which Onyx is publicly selling shares of its capital stock or has another registration statement effective the use of which has not been suspended; and provided further, that the applicable Selling Period shall be extended by the aggregate number of days for which the use of the Registration Statement is suspended.
Suspension of Registration Statement. (a) Establishment of a Black Out Period. During the Commitment Period, the Company from time to time may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material non- public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or Prospectus or Prospectus Supplement so that such Registration Statement or Prospectus or Prospectus Supplement shall not include an
Suspension of Registration Statement. Notwithstanding Section 2(b), the Company may suspend the Registration Statement after effectiveness in the event that:
