Common use of Suspension of Registration Statement Clause in Contracts

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 Company 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 Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determination, the Demand Party shall suspend sales of Registrable Securities pursuant to such registration statement and the Company 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 the Demand Party’s receipt of such written notice. If the Demand Party’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company 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. 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 Company 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 Company Corporation has a bona fide business purpose for preserving as confidential and the Company Corporation provides the Demand Party KRH written notice thereof promptly after the Company Corporation makes such determination, the Demand Party KRH shall suspend sales of Registrable Securities pursuant to such registration statement and the Company 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 the Demand PartyKRH’s receipt of such written notice. If the Demand PartyKRH’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company 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. IfAnything in this Agreement to the contrary notwithstanding, at it is understood and agreed that the Company shall not be required to keep any time when shelf registration effective or useable for offers and sales of the Registrable Securities, file a post effective amendment to a shelf registration statement effected pursuant or prospectus supplement or 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 Company becomes aware that the prospectus included in such supplement or amend any registration statement, as then if (A) the Registration Statement, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in effect, includes any of the foregoing contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances then existingunder which they are made; (B) the Company is in possession of material information that it deems advisable not to disclose in a Registration Statement; (C) the Company has determined to proceed with a public offering of its equity securities and, in the judgment of the managing underwriter thereof or the Company (if such offering is not underwritten), sales under the Registration Statement would have a material adverse effect on such offering; or (D) the Company is engaged in any program for the purchase of shares of its own Common Stock, unless such repurchase program and the requested sale may proceed concurrently pursuant to an exemption under the Commission's Regulation M or any other applicable exemption (it being understood that, to the extent that the amendment or supplement to consistent with any 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 program, the Company has will use commercially reasonable efforts to make an exemption available to the beneficiaries of these registration rights (the "BENEFICIARIES") or to otherwise open up a bona fide business purpose for preserving as confidential and sufficient window period under Regulation M to enable the Company provides Beneficiary to obtain the Demand Party written notice thereof promptly after the Company makes such determination, the Demand Party shall suspend sales of Registrable Securities pursuant to such registration statement and the liquidity it desires hereunder). The Company shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier provide notice of (a) the date upon which any such material information is disclosed suspension to the public Warburg Group Director, or ceases if there is then no Warburg Group Director, to be material or (b) 60 days after Warburg and each Beneficiary in accordance with Section 8.03 of this Agreement. Upon receipt by a Beneficiary of notice of an event of the Demand Party’s receipt of kind described in this Section 1, such written notice. If the Demand Party’s Beneficiary shall forthwith discontinue such Beneficiary's disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless until the Company thereafter extends has provided notice that such disposition may continue and of any supplemented or amended prospectus indicated in such notice. The Company agrees that any period in which sales, transfers or dispositions must be discontinued as a result of a given occurrence of a circumstance referred to in the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement preceding sentence shall not be counted for purposes of determining exceed 60 days, and shall not exceed 120 days in the number of registrations permitted under Section 2(a)(ii) hereofaggregate over any 12-month period.

Suspension of Registration Statement. IfNotwithstanding Section 2.2 hereof, at any time when Parent shall be entitled to suspend the offering under the Registration Statement (each such period a registration statement effected pursuant "Suspension Period"), if Parent's Board of Directors determines, in good faith, that it is in the best interest of Parent and its stockholders to Section 2(a)(i) hereunder relating to defer disclosure of certain material non-public information and that, during such periods, sales of Registrable Securities and the effectiveness of the Registration Statement should be suspended or delayed; provided, however, that Parent may not suspend or withdraw the Registration Statement more twice in total or for more than sixty (60) days in the aggregate. Upon receipt of any notice from Parent of the happening of any event during the period the Registration Statement is effective and that is of a type specified in the preceding sentence or as a result of which the Registration Statement or related prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an contains any untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing, to under which they were made (in the extent that case of 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 Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determinationprospectus) not misleading, the Demand Party shall suspend sales of Holder agrees that (a) it will not sell any Registrable Securities pursuant to such registration statement and the Company shall not be required to comply with its obligations under Section 2(d)(vi) Registration Statement until the earlier of (aHolder receives a notice from Parent that the misstatement(s) the date upon which such material information is disclosed or omission(s) referred to the public above have been corrected and receives notice that any post-effective amendment has become effective or ceases to be material or unless otherwise notified by Parent, and (b) 60 days after the Demand Party’s receipt Holder will maintain the confidentiality of such written notice. If any information included in the Demand Party’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company 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) hereofnotice delivered by Parent.

Suspension of Registration Statement. If, at any time when a registration statement effected pursuant to Notwithstanding Section 2(a)(i) hereunder relating to Registrable Securities is effective 1.1 and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder1.2 hereof, the Company becomes aware shall be entitled to postpone the filing of the Registration Statement, or suspend the offering under the Registration Statement, if (i) the Company is contemplating an underwritten offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which underwritten offering, negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the prospectus included Company may not delay, suspend or withdraw the Registration Statement for more than ninety (90) days at any one time, or more than twice in such registration statement, any twelve (12) month period. Upon receipt of any notice from the Company of the happening of any event during the period the Registration Statement is effective that is of a type specified in the preceding sentence or as then in effect, includes an a result of which the Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing, to under which they were made (in the extent that case of 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 Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determinationProspectus) not misleading, the Demand Party shall suspend sales of Registrable Securities pursuant to such registration statement and the Company shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier of Holders agree that (a) they will not exercise the date upon which such material information is disclosed Exchange Right until the Holders receive a notice from the Company that the misstatement(s) or omission(s) referred to above have been corrected and receives notice that any post-effective amendment has become effective or unless otherwise notified by the public or ceases to be material or Company, and (b) 60 days after the Demand Party’s receipt of such written notice. If the Demand Party’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness each of the registration statement for so long as necessary to permit Holders will maintain the dispositions confidentiality of all Registrable Securities covered thereby, any information included in the registration statement shall not be counted for purposes of determining notice delivered by the number of registrations permitted under Section 2(a)(ii) hereofCompany.

Suspension of Registration Statement. If, at any time when a registration statement effected pursuant to Notwithstanding 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) hereunder2.1 hereof, the Company becomes aware shall be entitled to suspend the offering under the Registration Statement, if (i) the Company is contemplating an underwritten offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which underwritten offering, negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the prospectus included Company may not suspend or withdraw the Registration Statement for more than ninety (90) days at any one time, or more than twice in such registration statement, any twelve (12) month period. Upon receipt of any notice from the Company of the happening of any event during the period the Registration Statement is effective that is of a type specified in the preceding sentence or as then in effect, includes an a result of which the Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing, to under which they were made (in the extent that case of 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 Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determinationProspectus) not misleading, the Demand Party shall suspend sales of Holder agrees that (a) it will not sell any Registrable Securities pursuant to such registration statement and the Registration Statement until the Holder receives a notice from the Company shall not be required that the misstatement(s) or omission(s) referred to comply with its obligations under Section 2(d)(vi) until above have been corrected and receives notice that any post-effective amendment has become effective or unless otherwise notified by the earlier of (a) the date upon which such material information is disclosed to the public or ceases to be material or Company, and (b) 60 days after the Demand Party’s receipt Holder will maintain the confidentiality of such written notice. If any information included in the Demand Party’s disposition of Registrable Securities is discontinued pursuant to notice delivered by the foregoing sentence, unless the Company 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) hereofCompany.

Suspension of Registration Statement. If, at any time when a registration statement effected pursuant (a) Notwithstanding anything 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 contrary contained in Section 2(d)(ii) hereunderthis Agreement, the Company becomes aware that shall be entitled, by providing written notice (a “Notice of Suspension”) to the prospectus included in such registration statementHolder, as then in effect, includes an untrue statement to delay the filing or effectiveness of a material fact Registration Statement or omits require the Holder to state a material fact required to be stated therein or necessary to make suspend the statements therein not misleading in the light use 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 Company has a bona fide business purpose Prospectus for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determination, the Demand Party shall suspend 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 such registration statement 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 not be required use its commercially reasonable efforts to comply with its obligations under Section 2(d)(vi) until take such action as to eliminate any restriction imposed by federal securities laws by the earlier of (a) the date upon which time such material information is disclosed to the public or ceases Registrable Securities are scheduled to be material or (b) 60 days after the Demand Party’s delivered. Immediately upon receipt of such written notice. If a Notice of Suspension, the Demand Party’s Holder shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is discontinued pursuant to the foregoing sentence, unless the Company 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) hereofterminated.

Suspension of Registration Statement. IfNotwithstanding Section 2.2 hereof, at any time when Parent shall be entitled to suspend the offering under the Registration Statement (each such period a registration statement effected pursuant “Suspension Period”), if Parent’s Board of Directors determines, in good faith, that it is in the best interest of Parent and its stockholders to Section 2(a)(i) hereunder relating to defer disclosure of certain material non-public information and that, during such periods, sales of Registrable Securities and the effectiveness of the Registration Statement should be suspended or delayed; provided, however, that Parent may not suspend or withdraw the Registration Statement more twice in total or for more than sixty (60) days in the aggregate. Upon receipt of any notice from Parent of the happening of any event during the period the Registration Statement is effective and that is of a type specified in the preceding sentence or as a result of which the Registration Statement or related prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an contains any untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing, to under which they were made (in the extent that case of 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 Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determinationprospectus) not misleading, the Demand Party shall suspend sales of Holder agrees that (a) it will not sell any Registrable Securities pursuant to such registration statement and the Company shall not be required to comply with its obligations under Section 2(d)(vi) Registration Statement until the earlier of (aHolder receives a notice from Parent that the misstatement(s) the date upon which such material information is disclosed or omission(s) referred to the public above have been corrected and receives notice that any post-effective amendment has become effective or ceases to be material or unless otherwise notified by Parent, and (b) 60 days after the Demand Party’s receipt Holder will maintain the confidentiality of such written notice. If any information included in the Demand Party’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company 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) hereofnotice delivered by Parent.