Common use of Suspension of Registration Statement Clause in Contracts

Suspension of Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, Acquiror's obligation under this Agreement to amend or supplement a Shelf Registration Statement shall be suspended (and each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement) in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering by Acquiror if Acquiror is advised in writing by an independent investment banking firm that sale of the shares under the Shelf Registration Statement would have a material adverse effect on Acquiror's offering or (ii) pending negotiations relating to, or consummation of, a transaction, or the occurrence of an event or the existence of facts and circumstances that would require additional disclosure of material information by Acquiror in the registration statement or such filing, as to which Acquiror has a bona fide business purpose for preserving confidentiality or which renders Acquiror unable to comply with SEC requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the good faith judgment of the Board of Directors of Acquiror, to amend or supplement the Shelf Registration Statement (or to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 days per occurrence or more than 60 days in the aggregate. Any such suspension may not occur until after at least thirty (30) days after the effectiveness of the Shelf Registration Statement. Acquiror shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7.7(k), of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. If not more than 72 hours prior to the receipt of a Suspension Notice, a Holder has provided Acquiror with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in such notice, and thereafter the Holder shall suspend all sales of Registrable Securities until such sales may be recommenced pursuant to the provisions of this Section. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from Acquiror to the Stockholders' Agent, which notice shall be given by Acquiror not later than two (2) business days after the conclusion of any Suspension Event (a "Termination Notice"). If so directed by Acquiror, each Holder will deliver to Acquiror all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such notice.

Suspension of Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, Acquiror's obligation under this Agreement to amend or supplement a Shelf Registration Statement shall be suspended The Purchaser (and each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statementany subsequent Holder) in the event and during such period as circumstances exist (includingagrees, without limitation (i) an underwritten offering by Acquiror if Acquiror is advised in writing by an independent investment banking firm that sale exercise of the shares under the Shelf Registration Statement would have a material adverse effect on Acquiror's offering or (ii) pending negotiations relating toWarrant, or consummation of, a transaction, or the occurrence upon receipt of an event or the existence of facts and circumstances that would require additional disclosure of material information by Acquiror in the registration statement or such filing, as to which Acquiror has a bona fide business purpose for preserving confidentiality or which renders Acquiror unable to comply with SEC requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the good faith judgment of the Board of Directors of Acquiror, to amend or supplement the Shelf Registration Statement (or to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 days per occurrence or more than 60 days in the aggregate. Any such suspension may not occur until after at least thirty (30) days after the effectiveness of the Shelf Registration Statement. Acquiror shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7.7(k), of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. If not more than 72 hours prior to by the receipt Company (i) of a Suspension Notice, a Holder has provided Acquiror with written notice the issuance by the SEC of a proposed sale any stop order suspending the effectiveness of Registrable Securities, the Holder may sell Registrable Registration Statement under the Securities as specified in such notice, and thereafter Act or of the Holder shall suspend all sales suspension by any state securities commission of Registrable Securities until such sales may be recommenced pursuant to the provisions of this Section. The Holders may recommence effecting sales qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or (i) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus contained therein, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Purchaser (or any such Holder) will forthwith discontinue disposition of Warrant Shares pursuant to the Shelf Registration Statement until (i) the Purchaser (or such filings following further notice to Holder) has received copies of a supplemented or amended prospectus, or (ii) the Purchaser (or such effect from Acquiror to Holder) is advised in writing by the Stockholders' AgentCompany that the use of the prospectus may be resumed, which notice shall be given by Acquiror not later than two (2) business days after the conclusion and has received copies of any Suspension Event additional or supplemental filings that are incorporated by reference in the prospectus (a in each case, the "Termination NoticeRecommencement Date"). If so directed The Purchaser (and any subsequent Holder) receiving a Suspension Notice hereby agrees that it will either (i) destroy any prospectuses, other than permanent file copies, then in the Purchaser's (or such Holder's) possession which have been replaced by Acquiror, each Holder will the Company with more recently dated prospectuses or (ii) deliver to Acquiror the Company (at the Company's expense) all copies, other than permanent file copies copies, then in the Purchaser's (or such Holder's possession, 's) possession of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such noticethe Suspension Notice.

Suspension of Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, AcquirorPLX's obligation under this Agreement to amend or supplement a Shelf Registration Statement shall be suspended (and each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement) in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering by Acquiror PLX if Acquiror PLX is advised in writing by an independent investment banking firm that sale of the shares under the Shelf Registration Statement would have a material adverse effect on AcquirorPLX's offering or (ii) pending negotiations relating to, or consummation of, a transaction, or the occurrence of an event or the existence of facts and circumstances that would require additional disclosure of material information by Acquiror PLX in the registration statement or such filing, as to which Acquiror PLX has a bona fide business purpose for preserving confidentiality or which renders Acquiror PLX unable to comply with SEC Commission requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the good faith judgment of the Board of Directors of AcquirorPLX, to amend or supplement the Shelf Registration Statement (or to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 days per occurrence or more than 60 days in the aggregate. Any such suspension may not occur until after at least thirty (30) days after the effectiveness of the Shelf Registration Statement. Acquiror PLX shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7.7(k)8, of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. If not more than 72 hours prior to the receipt of a Suspension Notice, a Holder has provided Acquiror PLX with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in such notice, and thereafter the Holder shall suspend all sales of Registrable Securities until such sales may be recommenced pursuant to the provisions of this Section. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from Acquiror PLX to the StockholdersShareholders' Agent, which notice shall be given by Acquiror PLX not later than two (2) business days after the conclusion of any Suspension Event (a "Termination Notice"). If so directed by AcquirorPLX, each Holder will deliver to Acquiror PLX all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such notice.

Suspension of Registration Statement. Notwithstanding anything Anything in this Agreement to the contrary set forth notwithstanding, it is understood and agreed that the Company shall not be required to keep any shelf registration effective or useable for offers and sales of the Registrable Securities, file a post effective amendment to a shelf registration statement or prospectus supplement or to supplement or amend any registration statement, if (A) the Registration Statement, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in this Agreementany of the foregoing contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, Acquiror's obligation in the light of the circumstances under this Agreement to amend or supplement a Shelf Registration Statement shall be suspended which they are made; (and each Holder agrees B) the Company is in possession of material information that it will forthwith discontinue disposition of Registrable Securities pursuant deems advisable not to the Shelf disclose in a Registration Statement; (C) the Company has determined to proceed with a public offering of its equity securities and, in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering by Acquiror if Acquiror is advised in writing by an independent investment banking firm that sale judgment of the shares managing underwriter thereof or the Company (if such offering is not underwritten), sales under the Shelf Registration Statement would have a material adverse effect on Acquiror's offering such offering; or (iiD) pending negotiations relating tothe 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 consistent with any such program, the Company 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 sufficient window period under Regulation M to enable the Beneficiary to obtain the liquidity it desires hereunder). The Company shall provide notice of any such suspension to the Warburg Group Director, or consummation ofif there is then no Warburg Group Director, to Warburg and each Beneficiary in accordance with Section 8.03 of this Agreement. Upon receipt by a transaction, or the occurrence Beneficiary of notice of an event or the existence of facts and circumstances that would require additional disclosure of material information by Acquiror in the registration statement or such filing, as to which Acquiror has a bona fide business purpose for preserving confidentiality or which renders Acquiror unable to comply with SEC requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the good faith judgment of the Board of Directors of Acquiror, to amend or supplement the Shelf Registration Statement (or to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days kind described in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 days per occurrence or more than 60 days in the aggregate. Any such suspension may not occur until after at least thirty (30) days after the effectiveness of the Shelf Registration Statement. Acquiror shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7.7(k)1, of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. If not more than 72 hours prior to the receipt of a Suspension Notice, a Holder has provided Acquiror with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in Beneficiary shall forthwith discontinue such notice, and thereafter the Holder shall suspend all sales Beneficiary's disposition of Registrable Securities until the Company has provided notice that such sales disposition may be recommenced pursuant to the provisions continue and of this Sectionany supplemented or amended prospectus indicated in such notice. The Holders may recommence effecting sales 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 Registrable Securities pursuant to preceding sentence shall not exceed 60 days, and shall not exceed 120 days in the Shelf Registration Statement or such filings following further notice to such effect from Acquiror to the Stockholders' Agent, which notice shall be given by Acquiror not later than two (2) business days after the conclusion of aggregate over any Suspension Event (a "Termination Notice"). If so directed by Acquiror, each Holder will deliver to Acquiror all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such notice12-month period.

Suspension of Registration Statement. Notwithstanding anything Anything in the Agreement to the contrary set forth notwithstanding, it is understood and agreed that the Company shall not be required to keep any shelf registration effective or useable for offers and sales of the Registrable Securities, file a post-effective amendment to a shelf registration statement or prospectus supplement or to supplement or amend any registration statement, if: (A) the Registration Statement, any prospectus or prospectus supplement constituting a part thereof, or any document incorporated by reference in this Agreementany of the foregoing contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, Acquiror's obligation in the light of the circumstances under this Agreement to amend or supplement a Shelf Registration Statement shall be suspended which they are made; (and each Holder agrees B) the Company is in possession of material information that it will forthwith discontinue disposition of Registrable Securities pursuant deems advisable not to the Shelf disclose in a Registration Statement; (C) the Company has determined to proceed with a public offering of its equity securities, and, in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering by Acquiror if Acquiror is advised in writing by an independent investment banking firm that sale judgment of the shares managing underwriter thereof or the Company (if such offering is not underwritten), sales under the Shelf Registration Statement would have a material adverse effect on Acquiror's offering such offering; or (iiD) pending negotiations relating tothe Company is engaged in any program for the purchase of shares of 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 consistent with any such program, the Company will use commercially reasonable efforts to make an exemption available to the beneficiaries of these registration rights (the "BENEFICIARIES") or consummation ofto otherwise open up a sufficient window period under the Commission's Regulation M to enable each Beneficiary to obtain the liquidity it desires hereunder). The Company shall provide notice of any such suspension to the Warburg Group Director and Unaffiliated Director, or, if there is then no Warburg Group Director or Unaffiliated Director, to Warburg in accordance with Section 9.03 of this Agreement. Upon receipt by a transaction, or the occurrence Beneficiary of notice of an event or the existence of facts and circumstances that would require additional disclosure of material information by Acquiror in the registration statement or such filing, as to which Acquiror has a bona fide business purpose for preserving confidentiality or which renders Acquiror unable to comply with SEC requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the good faith judgment of the Board of Directors of Acquiror, to amend or supplement the Shelf Registration Statement (or to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days kind described in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 days per occurrence or more than 60 days in the aggregate. Any such suspension may not occur until after at least thirty (30) days after the effectiveness of the Shelf Registration Statement. Acquiror shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7.7(k)1, of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. If not more than 72 hours prior to the receipt of a Suspension Notice, a Holder has provided Acquiror with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in Beneficiary shall forthwith discontinue such notice, and thereafter the Holder shall suspend all sales Beneficiary's disposition of Registrable Securities until the Company has provided notice that such sales disposition may be recommenced pursuant to the provisions continue and of this Sectionany supplemented or amended prospectus indicated in such notice. The Holders may recommence effecting sales 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 Registrable Securities pursuant to preceding sentence shall not exceed 60 days, and shall not exceed 120 days in the Shelf Registration Statement or such filings following further notice to such effect from Acquiror to the Stockholders' Agent, which notice shall be given by Acquiror not later than two (2) business days after the conclusion of aggregate over any Suspension Event (a "Termination Notice"). If so directed by Acquiror, each Holder will deliver to Acquiror all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such notice12-month period.

Suspension of Registration Statement. Notwithstanding anything to the contrary set forth in this Agreement, AcquirorEssex 's obligation under this Agreement to amend or supplement a an effective Shelf Registration Statement (or to file documents incorporated by reference into the Shelf Registration Statement) shall be suspended (and and, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement) Statement in the event and during such period as circumstances exist (including, without limitation exclusively, (i) an a firmly underwritten offering by Acquiror Essex exclusively of shares for Essex's account if Acquiror is Essex and the Holders are advised by the managing underwriters in writing by an independent investment banking firm that in such underwriters' bona fide, good faith opinion, sale of the shares under the Shelf Registration Statement would have a material adverse effect on AcquirorEssex's offering and if the officers, directors and affiliates of Essex have also agreed not to sell shares of Common Stock during such period or (ii) pending negotiations relating to, or consummation of, a material transaction, or the occurrence of an event or the existence of material facts and circumstances that would require additional disclosure of material information by Acquiror Essex in a supplement or amendment to the Shelf Registration Statement or in a document incorporated by reference in the registration statement or such filingShelf Registration Statement, as to which Acquiror Essex has a bona fide fide, material business purpose for preserving confidentiality or which renders Acquiror Essex unable to comply with SEC Commission requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the Essex's good faith judgment (fairly taking into account the interests of the Board of Directors of AcquirorHolders), to amend or supplement the Shelf Registration Statement (or file documents incorporated by reference in the Shelf Registration Statement) to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 45 days per occurrence or more than 60 90 days in the aggregateaggregate and provided further that there is no more than two (2) Suspension Events in any consecutive twelve month period. Any such suspension may not occur until after at least thirty (30) days after the effectiveness of the Shelf Registration Statement. Acquiror Essex shall notify the Holder Holders (in the case of the Company Shareholders, such notice may be given in care of the Indemnification Representative) of the existence and, in the case of circumstances referred to in clause (i) of this Section 7.7(k)8, of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") ). Essex, acting in good faith, will use such commercially reasonable efforts as are appropriate and practical, taking into account all of the circumstances, to such Holder. If not more than 72 hours prior to minimize the receipt duration of a any Suspension Notice, a Holder has provided Acquiror with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in such notice, and thereafter the Holder shall suspend all sales of Registrable Securities until such sales may be recommenced pursuant to the provisions of this SectionEvent. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from Acquiror to the Stockholders' AgentEssex, which notice shall be given by Acquiror Essex to the Holders (and in the case of Company Shareholders, such notice may be given in care of the Indemnification Representative) not later than two three (23) business days after the conclusion of any Suspension Event (a "Termination Notice"). If so directed by Acquiror, each Holder will deliver to Acquiror all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such notice.

Suspension of Registration Statement. (a) Notwithstanding anything to the contrary set forth in this Agreement, AcquirorPLX's obligation under this Agreement to cause a Shelf Registration Statement and any filings with any state securities commission to become effective or to amend or supplement a Shelf Registration Statement shall be suspended (and and, if the Shelf Registration Statement has become effective, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement) in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering by Acquiror PLX if Acquiror PLX is advised in writing by an independent investment banking firm that sale of the shares under the Shelf Registration Statement would have a material adverse effect on AcquirorPLX's offering or (ii) pending negotiations relating to, or consummation of, a transaction, or the occurrence of an event or the existence of facts and circumstances that would require additional disclosure of material information by Acquiror PLX in the registration statement or such filing, as to which Acquiror PLX has a bona fide business purpose for preserving confidentiality or which renders Acquiror PLX unable to comply with SEC Commission requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the PLX's good faith judgment of the Board of Directors of Acquirorjudgment, to cause the registration or such filings to become effective or amend or supplement the Shelf Registration Statement (or or, if the Shelf Registration Statement has become effective, to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 45 days per occurrence or more than 60 days in the aggregate. Any such suspension may not occur until after at least thirty (30) days after the effectiveness of the Shelf Registration Statement. Acquiror PLX shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7.7(k8(a), of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. If not more than 72 hours prior to the receipt of a Suspension Notice, a Holder has provided Acquiror with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in such notice, and thereafter the Holder shall suspend all sales of Registrable Securities until such sales may be recommenced pursuant to the provisions of this Section. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from Acquiror PLX to the StockholdersShareholders' Agent, which notice shall be given by Acquiror PLX not later than two five (25) business days after the conclusion of any Suspension Event (a "Termination Notice"). If so directed by AcquirorPLX, each Holder will deliver to Acquiror PLX all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such notice.

Suspension of Registration Statement. Notwithstanding anything The Company shall ------------------------------------ have the right, upon the advice of its Board of Directors (the "Board") and upon giving written notice to the contrary set forth in this AgreementPurchaser of the exercise of such right, Acquiror's obligation under this Agreement to amend or supplement a Shelf Registration Statement shall be suspended (and each Holder agrees that it will forthwith discontinue disposition of Registrable Securities require the Purchaser not to sell any shares pursuant to the Shelf Registration Statementregistration statement for the resale of securities for a period (as determined in good faith by the Board) from the date on which such notice is given (a "black-out period"), if (i)(A) the Company is engaged in discussions or negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divesture, tender offer, financing or other transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of facts being herein called "Material Activity"), (B) in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering by Acquiror if Acquiror is advised in writing by an independent investment banking firm that sale reasonable judgment of the shares Board, after consultation with and acting upon the advice of outside counsel, which advice and dependence thereon shall be recorded in the minutes of the Board, disclosure of such Material Activity would be necessary or advisable under applicable securities laws and (C) such disclosure would be adverse to the Shelf Registration Statement would have a material adverse effect on Acquiror's offering interests of the Company, or (ii) pending negotiations relating the Board, after consultation with and acting upon the advice of outside counsel, which advice and dependence thereon shall be recorded in the minutes of the Board, deems it necessary to file a post-effective amendment to such registration statement or to prepare a supplement to, or consummation ofotherwise amend, a transactionthe form of prospectus contained therein. During any such black-out period, or the occurrence of an event or the existence of facts and circumstances that would require additional disclosure of material information by Acquiror in the registration statement or such filing, as Purchaser agrees not to which Acquiror has a bona fide business purpose for preserving confidentiality or which renders Acquiror unable to comply with SEC requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the good faith judgment of the Board of Directors of Acquiror, to amend or supplement the Shelf Registration Statement (or to permit dispositions of sell any Registrable Securities under such registration statement for such period of time as the Shelf Registration Statement)Board, but such suspension shall continue only for so long as such event or its effect is continuingacting on the written advice of outside counsel, may in good xxxxx xxxx advisable; provided, furtherhowever, that no single black-out period will be longer than thirty (30) calendar days and, in the aggregate number of days aggregate, all black-out periods in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 days per occurrence or include more than 60 days in the aggregate. Any such suspension may not occur until after at least thirty sixty (3060) days after the effectiveness of the Shelf Registration Statement. Acquiror shall notify the Holder of the existence andcalendar days; provided, in the case of circumstances referred to in clause (i) of this Section 7.7(k)further, of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. If not more than 72 hours prior to the receipt of a Suspension Noticehowever, a Holder has provided Acquiror with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in such notice, and thereafter the Holder shall suspend all sales of Registrable Securities until such sales may be recommenced pursuant to the provisions of this Section. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from Acquiror to the Stockholders' Agent, which notice shall be given by Acquiror not later than two (2) business days after the conclusion of any Suspension Event (a "Termination Notice"). If so directed by Acquiror, each Holder will deliver to Acquiror all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such notice.no black-out

Suspension of Registration Statement. Notwithstanding anything Section 2.1 hereof, Parent shall be entitled to suspend the contrary set forth in this Agreement, Acquiror's obligation offering under this Agreement to amend or supplement a Shelf the Registration Statement shall (each such period a “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 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 than twice in any twelve month period or for more than thirty (and 30) days in the aggregate in any twelve month period. Upon receipt of any notice from Parent 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 a result of which the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Holder agrees that (a) it will forthwith discontinue disposition of not sell any Registrable Securities pursuant to the Shelf Registration StatementStatement until such Holder receives a notice from Parent 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 Parent, and (b) such Holder will maintain the confidentiality of any information included in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering notice delivered by Acquiror if Acquiror is advised in writing by an independent investment banking firm that sale of the shares under the Shelf Registration Statement would have a material adverse effect on Acquiror's offering or (ii) pending negotiations relating to, or consummation of, a transaction, or the occurrence of an event or the existence of facts and circumstances that would require additional disclosure of material information by Acquiror in the registration statement or such filing, as to which Acquiror has a bona fide business purpose for preserving confidentiality or which renders Acquiror unable to comply with SEC requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the good faith judgment of the Board of Directors of Acquiror, to amend or supplement the Shelf Registration Statement (or to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 30 days per occurrence or more than 60 days in the aggregate. Any such suspension may not occur until after at least thirty (30) days after the effectiveness of the Shelf Registration Statement. Acquiror shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 7.7(k), of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. If not more than 72 hours prior to the receipt of a Suspension Notice, a Holder has provided Acquiror with written notice of a proposed sale of Registrable Securities, the Holder may sell Registrable Securities as specified in such notice, and thereafter the Holder shall suspend all sales of Registrable Securities until such sales may be recommenced pursuant to the provisions of this Section. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from Acquiror to the Stockholders' Agent, which notice shall be given by Acquiror not later than two (2) business days after the conclusion of any Suspension Event (a "Termination Notice"). If so directed by Acquiror, each Holder will deliver to Acquiror all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such shares of Registrable Securities that was current at the time of receipt of such noticeParent.