Common use of Permitted Interruption Clause in Contracts

Permitted Interruption. Notwithstanding any provision of this Agreement or the Exchange Agreement, the Company shall not be required to prepare or file the Shelf Registration Statement, any amendment or post- effective amendment thereto or Prospectus supplement or to supplement or amend the Shelf Registration Statement or otherwise facilitate the resale of Registrable Securities, and the Company shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, (x) in connection with pending corporate developments, public filings with the SEC and similar events, for a period not to exceed 30 days in any three-month period or an aggregate of 90 days (whether or not consecutive) in any twelve-month period or (y) in connection with any pending or potential acquisitions, financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period (any period described in this Section 5 during which the Company is not required to make such filing, amendment or supplement is herein referred to as a “Permitted Interruption”). If a Permitted Interruption affects the Shelf Registration Statement during the Registration Period, the Company agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and termination of each Permitted Interruption. The Company shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption, and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption to any Person. Each Holder agrees that, upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the Company’s notice as to the termination of the Permitted Interruption. In the event of a Permitted Interruption during the Registration Period, the Registration Period shall be extended by the number of days of such period.

Permitted Interruption. Notwithstanding any provision of this Agreement or the Exchange AgreementArticle 2, the Company Issuer shall not be required to prepare or file the Shelf Registration Statementa registration statement, any amendment or post- post-effective amendment thereto or Prospectus prospectus supplement or to supplement or amend the Shelf Registration Statement any registration statement or otherwise facilitate the resale of Registrable Securities, and the Company Issuer shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, if such filing, supplement or amendment (x) and any required disclosure therein), in connection with pending corporate developmentsthe good faith and reasonable judgment of the Issuer, public filings would jeopardize the completion of a material investment in the Issuer, or any acquisition, divestiture or other similar transaction that the Issuer is at such time in negotiations therefor, so long as the Issuer shall, as promptly as practicable after the conclusion of such negotiations, make such filing, supplement or amendment and so long as the Issuer shall, as promptly as practicable thereafter, comply with the SEC and similar eventsrequirements CLCORP01 Doc: 230115_4 26 of this Article 2, for a period not to exceed 30 days in any three-month period or an aggregate of 90 days (whether or not consecutive) in any twelve-month period or (y) in connection with any pending or potential acquisitions, financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period if applicable (any period described in this Section 5 2.9 during which the Company is not required to make such filing, amendment or supplement is being herein referred to as a “"Permitted Interruption”"). If a Qualified Holder has requested registration of New Shares in a Requested Registration, Piggyback Registration or Cutback Registration and a Permitted Interruption affects the Shelf Registration Statement during the Registration Periodthat registration, the Company Issuer agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and termination of each Permitted Interruption. The Company Issuer shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption, and each Holder agrees that it will not disclose receipt of a notice of . The Permitted Interruption to any Person. Each Holder agrees that, terminates upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the Company’s notice as to the termination of such negotiations or the Permitted Interruption. In the event of a Permitted Interruption during the Registration Period, the Registration Period shall be extended by the number of days of such periodpublic disclosure thereof.

Permitted Interruption. Notwithstanding any other provision of this Agreement or the Exchange Agreement, the Company Parent shall not be required to prepare or file the Shelf Registration Statement, any amendment or post- post-effective amendment thereto or Prospectus supplement supplement, or to supplement or amend the Shelf Registration Statement or otherwise facilitate the resale of Registrable Securities, and the Company Parent shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, (xi) in connection with pending corporate developments, public filings with the SEC and similar events, for a period not to exceed 30 days in any three-month period or an aggregate of 90 days (whether or not consecutive) in any twelve-month period or (yii) in connection with any pending or potential acquisitions, financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period (any period described in this Section 5 11.5 during which the Company Parent is not required to make such filing, amendment or supplement is herein referred to as a “"Permitted Interruption”"). If a Permitted Interruption affects the Shelf Registration Statement during the Period such Registration PeriodStatement remains effective, the Company Parent agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and the termination of each Permitted Interruption. The Company Parent shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption, and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption to any Person. Each Holder agrees that, upon receipt of any notice from the CompanyParent, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s 's receipt of the Company’s Parent's notice as to the termination of the Permitted Interruption. In the event of a Permitted Interruption during Interruption, the duration of the applicable period in which the Registration PeriodStatement is to remain effective, the Registration Period shall be extended by the number of days of such periodperiod and, in the event the Permitted Interruption occurs between the 182 and 273 day after the Closing Date, the registration period set forth in (ii) of the definition of "Registrable Securities" will be delayed by the number of says added to the 273rd day.

Permitted Interruption. Notwithstanding any provision of this Agreement or the Exchange Purchase Agreement, the Company shall not be required to prepare or file the Shelf Registration Statement, any amendment or post- effective amendment thereto or Prospectus supplement or to supplement or amend the Shelf Registration Statement or otherwise facilitate the resale of Registrable Securities, and the Company shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, (x) in connection with pending corporate developments, public filings with the SEC and similar events, for a period not to exceed 30 days in any three-month period or an aggregate of 90 days (whether or not consecutive) in any twelve-month period or (y) in connection with any pending or potential acquisitions, financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period (any period described in this Section 5 during which the Company is not required to make such filing, amendment or supplement is herein referred to as a “Permitted Interruption”). If a Permitted Interruption affects the Shelf Registration Statement during the Registration Period, the Company agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and termination of each Permitted Interruption. The Company shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption, and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption to any Person. Each Holder agrees that, upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the Company’s notice as to the termination of the Permitted Interruption. In the event of a Permitted Interruption during the Registration Period, the Registration Period shall be extended by the number of days of such period. Nothing in this Section 5 shall affect Acquisition Sub’s obligations under the Purchase Agreement to pay the entire Purchase Price in cash if the shares of Company Common Stock to be issued to NeoWorld Holdings under the Purchase Agreement, if any, are not registered for resale pursuant to the terms of the Shelf Registration Statement on or prior to the Closing Date, or on or prior to the end of the ninety-day extension thereof as contemplated in Section 1.02 of the Purchase Agreement.

Permitted Interruption. Notwithstanding any provision of this Agreement or the Exchange Agreement, the Company shall not be required to prepare or file the Shelf Registration Statement, any amendment or post- effective amendment thereto or Prospectus supplement or to supplement or amend the Shelf Registration Statement or otherwise facilitate the resale of Registrable Securities, and the Company shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, (x) in connection with pending corporate developments, public filings with the SEC and similar events, for a period not to exceed 30 days in any three-month period or an aggregate of 90 days (whether or not consecutive) in any twelve-month period or (y) in connection with any pending or potential acquisitions, financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period (any period described in this Section 5 during which the Company is not required to make such filing, amendment or supplement is herein referred to as a “Permitted Interruption”). If a Permitted Interruption affects the Shelf Registration Statement during the Registration Period, the Company agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and termination of each Permitted Interruption. The Company shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption, and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption to any Person. Each Holder agrees that, upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the Company’s notice as to the termination of the Permitted Interruption. In the event of a Permitted Interruption during the Registration Period, the Registration Period shall be extended by the number of days of such period.