Common use of Blackout Provisions Clause in Contracts

Blackout Provisions. (a) The Company shall have the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company reasonably determines that it should delay the filing of, or suspend the effectiveness and/or use of, the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders that the filing or effectiveness, as applicable, of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to an effective Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any Holder contain any material, non-public information, unless such Holder requested such information or has at such time an employee designated as a director on the Board). A Suspension Event shall be deemed to have occurred if: (i) the Company is actively pursuing an underwritten primary offering of equity securities for its own account; (ii) the Company in good faith determines that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material, non-public information not otherwise required to be disclosed under applicable law; and (C) (x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) disclosure would render the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the filing or use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12-month period, and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension (each, an “Allowable Suspension Period”).

Blackout Provisions. (a) The Company shall have the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company reasonably determines that it should delay the filing of, or elects to suspend the effectiveness and/or use of, of the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders that the filing or effectiveness, as applicable, effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to an effective the Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any Holder contain any material, non-public nonpublic information, unless such Holder requested such information or has at such time an employee designated as a director on the Board). A Suspension Event shall be deemed to have occurred if: (i) the Company is actively pursuing an underwritten primary offering of equity securities for its own accountsecurities; (ii) the Company in good faith determines determined that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material, non-public material information not otherwise required to be disclosed under applicable law; and (C) (x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) disclosure would render the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the filing or use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12-12 month period, period and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension (each, an “Allowable Suspension Period”), except, but nonetheless still requiring the payment of Additional Shares pursuant to Section 4.1(c), as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Blackout Provisions. (a) The Company shall have the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company reasonably determines that it should delay the filing of, or suspend the effectiveness and/or use of, the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “"Suspension Notice”"), shall notify the Holders that the filing or effectiveness, as applicable, of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to an effective Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any Holder contain any material, non-public information, unless such Holder requested such information or has at such time an employee designated as a director on the Board). A Suspension Event shall be deemed to have occurred if: (i) the Company is actively pursuing an underwritten primary offering of equity securities for its own account; (ii) the Company in good faith determines that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material, non-public information not otherwise required to be disclosed under applicable law; and (C) (x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s 's ability to consummate such transaction, or (z) disclosure would render the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s 's best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the filing or use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12-month period, and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension (each, an “"Allowable Suspension Period”").

Blackout Provisions. (a) The Company shall have the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company reasonably determines that it should delay the filing of, or elects to suspend the effectiveness and/or use of, of the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders that the filing or effectiveness, as applicable, effectiveness of the Registration Statement has been suspended and shall direct the Holders to suspend sales of the Registrable Securities pursuant to an effective the Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any Holder contain any material, non-public nonpublic information, unless such Holder requested such information or has at such time an employee designated as a director on the Board). A Suspension Event shall be deemed to have occurred if: (i) the Company is actively pursuing an underwritten primary offering of equity securities for its own accountsecurities; (ii) the Company in good faith determines determined that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material, non-public material information not otherwise required to be disclosed under applicable law; and (C) (x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) disclosure would render the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the filing or use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12-12 month period, period and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension (each, an “"Allowable Suspension Period”"), except, but nonetheless still requiring the payment of Additional Shares pursuant to Section 4.1(c), as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following the effective date of the post-effective amendment.

Blackout Provisions. (a) The Company shall have Notwithstanding anything in this Agreement to the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company reasonably determines that it should delay the filing of, or suspend the effectiveness and/or use of, the Registration Statement following the occurrence of a Suspension Event, the Companycontrary, by delivery of written notice, email transmission or such other means that notice to the Company reasonably believes to be a reliable means of communication participating Holders (a “Suspension Notice”), shall notify the Holders that the filing ) stating which one or effectiveness, as applicable, more of the Registration Statement has been suspended and following limitations shall direct apply to the Holders to suspend sales addressee of such Suspension Notice, the Registrable Securities pursuant to an effective Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any Holder contain any material, non-public information, unless such Holder requested such information or has at such time an employee designated as a director on the Board). A Suspension Event shall be deemed to have occurred if: Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than ninety (90) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 2.6 if (x) within ninety (90) days of receipt of a request for Demand Registration under Section 2.1(a), the Company has a good faith expectation to file a registration statement for the public offering of securities for the account of the Company, provided, that the Company is actively pursuing an underwritten primary offering of equity securities for its own account; employing good faith efforts to cause such registration statement to become effective, (iiy) the Company Company’s board of directors, in good faith faith, determines that (A) the offer such registration or sale of any Registrable Securities disposition would materially impede, delay or interfere with any material transaction then pending or proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material, non-public information not otherwise required to be disclosed under applicable law; and (C) (x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on undertaken by the Company or the Company’s ability to consummate such transactionany of its subsidiaries, or (z) disclosure would render the Company unable to comply with SEC requirements, in each case under circumstances good faith determines that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined is in possession of material non-public information the disclosure of which during the period specified in such notice the Company’s board of directors, in good faith, after reasonably believes would be materially detrimental to the advice of counselCompany; provided, that it is required by law, rule or regulation or that it is in the best interests of the Company may not take any actions pursuant to supplement the Registration Statement or file a post-effective amendment to the Registration Statement this Section 2.6 more than twice in order to incorporate information into the Registration Statement for the purpose of any twelve (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information12)-month period. Upon the occurrence of any Suspension EventFurthermore, the Company shall use its commercially reasonable efforts not be required to effect any registration of Registrable Securities at any time during the period any Holder is in breach of or has failed to cause the Registration Statement its Affiliates to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible comply with the Company’s best interestsobligations and restrictions of Sections 3, as applicable4 or 5 of this Agreement, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted has provided notice of such breach to suspend the filing or use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12-month periodsuch Holder, and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension (each, an “Allowable Suspension Period”)breach or failure is ongoing and has not been remedied.

Blackout Provisions. (a) The Company shall have Notwithstanding anything in this Agreement to the right, but not the obligation, to postpone the filing of the Registration Statement or to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any international, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company reasonably determines that it should delay the filing of, or suspend the effectiveness and/or use of, the Registration Statement following the occurrence of a Suspension Event, the Companycontrary, by delivery of written notice, email transmission or such other means that notice to the Company reasonably believes to be a reliable means of communication participating Holders (a “Suspension Notice”), shall notify the Holders that the filing ) stating which one or effectiveness, as applicable, more of the Registration Statement has been suspended and following limitations shall direct apply to the Holders to suspend sales addressee of such Suspension Notice, the Registrable Securities pursuant to an effective Registration Statement until the Suspension Event has ended (provided that in no event shall such notice to any Holder contain any material, non-public information, unless such Holder requested such information or has at such time an employee designated as a director on the Board). A Suspension Event shall be deemed to have occurred if: Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than ninety (90) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 2.6 if (x) within ninety (90) days of receipt of a request for Demand Registration under Section 2.1(a), the Company has a good faith expectation to file a registration statement for the public offering of securities for the account of the Company, provided, that the Company is actively pursuing an underwritten primary offering of equity securities for its own account; employing good faith efforts to cause such registration statement to become effective, (iiy) the Company Company’s Board of Directors, in good faith faith, determines that (A) the offer such registration or sale of any Registrable Securities disposition would materially impede, delay or interfere with any material transaction then pending or proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material, non-public information not otherwise required to be disclosed under applicable law; and (C) (x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on undertaken by the Company or the Company’s ability to consummate such transactionany of its subsidiaries, or (z) disclosure would render the Company unable to comply with SEC requirements, in each case under circumstances good faith determines that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined is in possession of material non-public information the disclosure of which during the period specified in such notice the Company’s Board of Directors, in good faith, after reasonably believes would be materially detrimental to the advice of counselCompany; provided, that it is required by law, rule or regulation or that it is in the best interests of the Company may not take any actions pursuant to supplement the Registration Statement or file a post-effective amendment to the Registration Statement this Section 2.6 more than twice in order to incorporate information into the Registration Statement for the purpose of any twelve (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information12)-month period. Upon the occurrence of any Suspension EventFurthermore, the Company shall use its commercially reasonable efforts not be required to effect any registration of Registrable Securities at any time during the period any Holder is in breach of or has failed to cause the Registration Statement its Affiliates to become effective or to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use of the Registration Statement compatible comply with the Company’s best interestsobligations and restrictions of Sections 3 or 4 of this Agreement, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted has provided notice of such breach to suspend the filing or use of a Registration Statement for more than thirty (30) consecutive days or for more than ninety (90) days in any 12-month periodsuch Holder, and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension (each, an “Allowable Suspension Period”)breach or failure is ongoing and has not been remedied.

Blackout Provisions. (a) The Company shall have At any time following the right, but not the obligation, Company's ------------------- receipt of any demand for registration pursuant to postpone the filing of the Registration Statement Section 7.2.1 or 7.2.2 and prior to suspend the use of the Registration Statement following the effectiveness of the Registration Statement (and the filings with any internationalregistration statement filed pursuant to such provisions, federal or state securities commissions), if a Suspension Event (as defined below) occurs. If the Company reasonably determines that it should may, by notice to all holders of Registrable Securities to be included in such registration, elect to delay the filing of, of any registration statement or any request for acceleration of effectiveness thereof or otherwise suspend the effectiveness and/or use ofregistration process for a period of up to sixty (60) days if, in the Registration Statement following the occurrence of a Suspension Event, the Company, by written notice, email transmission or such other means that the Company reasonably believes to be a reliable means of communication (a “Suspension Notice”), shall notify the Holders that the filing or effectiveness, as applicable, judgment of the Registration Statement has been suspended and shall direct the Holders to suspend sales Board of the Registrable Securities pursuant to an effective Registration Statement until the Suspension Event has ended (provided that in no event shall Directors such notice to any Holder contain any material, non-public information, unless such Holder requested such information or has at such time an employee designated as a director on the Board). A Suspension Event shall be deemed to have occurred if: (i) the Company is actively pursuing an underwritten primary offering of equity securities for its own account; (ii) the Company in good faith determines that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; (B) after the advice of counsel, sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material, non-public information not otherwise required to be disclosed under applicable law; and (C) (x) the Company has a bona fide business purposes for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) disclosure would render the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it action is in the best interests of the Company to supplement (because of the Registration Statement existence of another Public Offering or file a postbecause of material non-effective amendment public information the disclosure of which would not, absent such registration, be required and the disclosure of which could be harmful to the Registration Statement in order Company). The Company will be under no obligation to incorporate information into disclose the Registration Statement basis for any such delay, revocation or suspension. At any time during the purpose effectiveness of (1) including in any registration statement covering Registrable Securities offered by an Investor, if such Investor becomes aware of any change materially affecting the Registration Statement any prospectus required under Section 10(a)(3) accuracy of the Securities Act; information contained in such registration statement or the prospectus (2as then amended or supplemented) reflecting in relating to such Investor, it will immediately notify the Company of such change. Upon receipt of any notice from the Company of the happening of any event as a result of which any prospectus included in any such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the Registration Statement any facts or events arising after statements therein, in the effective date light of the Registration Statement circumstances under which they were made, not misleading, each holder of Registrable Securities will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement until such Holder receives copies of a supplemented or amended prospectus from the Company and, if so directed by the Company, shall deliver to the Company (or at the Company's expense) all copies, other than one permanent file copy to be maintained in confidence, then in such holder's possession of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change relating to such informationRegistrable Securities current at the time of receipt of such notice. Upon In the occurrence of any Suspension Event, event the Company shall use its commercially reasonable efforts give any such notice, the 90-day period referred to cause in Section 7.4.2 shall be extended by a number of days equal to the Registration Statement number of days during the period from the giving of such notice from the Company to become effective or stop trading to promptly amend or supplement the Registration Statement or to take such action as is necessary to make resumed use date when the copies of the Registration Statement compatible supplemented or amended prospectus are sent to holders whose Registrable Securities are included in such registration statement. In the event that any other holder of Registrable Securities (including, without limitation, any Fund Investor) is or becomes subject to blackout provisions (under any other agreement with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as practicable. In no event shall the Company be permitted to suspend the filing or use of a Registration Statement for regarding registration rights) which are more than thirty (30) consecutive days or for more than ninety (90) days favorable in any 12-month period, material respect to such holder than the blackout provisions to which the Fund Investors and the first day Mezzanine Investors are subject under this Section 7.2.3, then the provisions of this Section 7.2.3 shall be deemed to be amended as appropriate to reflect such more favorable provisions and any such suspension must be at least five (5) days after the last day of any prior suspension (each, an “Allowable Suspension Period”)related terms and conditions.