Common use of Suspension of Effectiveness Clause in Contracts

Suspension of Effectiveness. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to keep a Registration Statement or a Shelf Registration Statement continuously effective pursuant to Section 2(a)(i)(4) or Section 2(c) and may suspend the use of the prospectus included therein, if the Company determines in good faith judgment, after consultation with independent outside counsel to the Company, it would be materially detrimental to the Company or its security holders not to suspend the use of such Registration Statement or Shelf Registration Statement; provided, however, that the Company shall not be permitted to (i) suspend the use of the Registration Statement or Shelf Registration Statement, as applicable, for a period exceeding 30 days in succession or (ii) provide a Suspension Notice (as defined below) more than two (2) times in any twelve (12) month period. In the case of an event that causes the Company to suspend the use of a Registration Statement or Shelf Registration filed pursuant to the terms herein (a “Suspension Event”), the Company shall give a certificate by an executive officer of the Company providing notice to the Requesting Holders (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall represent the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Requesting Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement or Shelf Registration Statement, as applicable, following further written notice in a certificate by an executive officer of the Company representing to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Requesting Holders promptly following the conclusion of any Suspension Event or its effect.

Suspension of Effectiveness. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to keep a Registration Statement or a Shelf Registration Statement continuously effective pursuant to Section 2(a)(i)(4) or Section 2(c) and may suspend the use of the prospectus included therein, if the Company determines in good faith judgment, after consultation with independent outside counsel to the Company, it would be materially detrimental to the Company or its security holders not to suspend the use of such Registration Statement or Shelf Registration Statement; provided, however, that the Company shall not be permitted to (i) suspend the use of the Registration Statement or Shelf Registration Statement, as applicable, for a period exceeding 30 45 days in succession or (ii) provide a Suspension Notice (as defined below) more than two (2) times in any twelve (12) month period. In the case of an event that causes the Company to suspend the use of a Registration Statement or Shelf Registration filed pursuant to the terms herein (a “Suspension Event”), the Company shall give a certificate by an executive officer of the Company providing notice to the Requesting Holders (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall represent the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Requesting Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement or Shelf Registration Statement, as applicable, following further written notice in a certificate by an executive officer of the Company representing to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Requesting Holders promptly following the conclusion of any Suspension Event or its effect.

Suspension of Effectiveness. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to keep a Registration Statement or a Shelf Registration Statement continuously effective pursuant to Section 2(a)(i)(42.1(a)(iv) or Section 2(c) 2.3 and may suspend the use of the prospectus included therein, if the Company determines in good faith judgment, after consultation with independent outside counsel to the Company, that it would be materially detrimental to the Company or its security holders not to suspend the use of such Registration Statement or Shelf Registration Statement; provided, however, that the Company shall not be permitted to (ia) suspend the use of the Registration Statement or Shelf Registration Statement, as applicable, for a period exceeding 30 60 days in succession or (iib) provide a Suspension Notice (as defined below) more than two three (23) times in any twelve (12) month period. In the case of an event that causes the Company to suspend the use of a Registration Statement or Shelf Registration filed pursuant to the terms herein (a “Suspension Event”), the Company shall give a certificate by an executive officer of the Company providing notice to the Requesting Holders (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall represent state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Requesting Holders may recommence effecting sales of the Registrable Securities pursuant to the applicable Registration Statement or Shelf Registration Statement, as applicable, following further written notice in a certificate by an executive officer of the Company representing to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Requesting Holders promptly following the conclusion of any Suspension Event or its effect.

Suspension of Effectiveness. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to keep a Registration Statement or a Shelf Registration Statement continuously effective pursuant to Section 2(a)(i)(4) or Section 2(c) and may suspend the use of the prospectus included therein, if the Company determines in good faith judgment, after consultation with independent outside counsel to the Company, that it would be materially detrimental to the Company or its security holders not to suspend the use of such Registration Statement or Shelf Registration Statement; provided, however, that the Company shall not be permitted to (i) suspend the use of the Registration Statement or Shelf Registration Statement, as applicable, for a period exceeding 30 60 days in succession or (ii) provide a Suspension Notice (as defined below) more than two three (23) times in any twelve (12) month period. In the case of an event that causes the Company to suspend the use of a Registration Statement or Shelf Registration filed pursuant to the terms herein (a “Suspension Event”), the Company shall give a certificate by an executive officer of the Company providing notice to the Requesting Holders (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall represent state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Requesting Holders may recommence effecting sales of the Registrable Securities pursuant to the applicable Registration Statement or Shelf Registration Statement, as applicable, following further written -9- notice in a certificate by an executive officer of the Company representing to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Requesting Holders promptly following the conclusion of any Suspension Event or its effect.

Suspension of Effectiveness. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to keep a Registration Statement or a Shelf Registration Statement continuously effective pursuant to Section 2(a)(i)(4) or Section 2(c) and may suspend the use of the prospectus included therein, if the Company determines in good faith judgment, after consultation with independent outside counsel to the Company, that it would be materially detrimental to the Company or its security holders not to suspend the use of such Registration Statement or Shelf Registration Statement; provided, however, that the Company shall not be permitted to (i) suspend the use of the Registration Statement or Shelf Registration Statement, as applicable, for a period exceeding 30 60 days in succession or (ii) provide a Suspension Notice (as defined below) more than two three (23) times in any twelve (12) month period. In the case of an event that causes the Company to suspend the use of a Registration Statement or Shelf Registration filed pursuant to the terms herein (a “Suspension Event”), the Company shall give a certificate by an executive officer of the Company providing notice to the Requesting Holders (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall represent state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Requesting Holders may recommence effecting sales of the Registrable Securities pursuant to the applicable Registration Statement or Shelf Registration Statement, as applicable, following further written notice in a certificate by an executive officer of the Company representing to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Requesting Holders promptly following the conclusion of any Suspension Event or its effect.