Common use of Suspension Period Clause in Contracts

Suspension Period. (a) The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board of Directors, determines in good faith (x) that proceeding with such an offering would require the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be in the best interests of the Company or its shareholders or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company, taken as a whole, or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.1(a) is herein called a “Suspension Period”. (b) If pursuant to Section 5.1(a) the Company delays a Demand Registration or withdraws a Registration Statement, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw such request and such request shall not count against the limitations on registrations set forth in Section 2.3. The Company shall provide prompt written notice to such Investor of the commencement and termination of any Suspension Period and any withdrawal of a Registration Statement pursuant to Section 5.1(a). Such Investor shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) the Company deliver notice of a Suspension Period to any Investor more than three times in any 12-month period; or (ii) a Suspension Period or Suspension Periods be in effect for ninety (90) consecutive days or more in any 12-month period.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (abut not the reasonable preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) The if the Company may determines in good faith, after consultation with its external legal counsel expert in such matters, that: (i) delay the filing such registration or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board of Directors, determines in good faith (x) that proceeding with such an offering would require the Company to disclose disclosure, under applicable securities laws and other laws, of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that the disclosure of such information disclosures at that time would materially affect the Company in an adverse manner; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; (ii) such registration or offering would reasonably be in the best interests of expected to have a material adverse effect on any proposal or plan by the Company or its shareholders any of the Company’s subsidiaries to engage in any material acquisition of assets or stock (yother than in the ordinary course of business) that or any material plan or proposal of a significant financing, acquisition, disposition, merger, corporate reorganization, securities offering, segment reclassification or discontinuation of operations or other material transaction or any negotiations or discussions with respect thereto involving the Company or any of the Company’s subsidiaries; (iii) such registration or offering would render the Company unable to be delayed would, if not delayed, materially and adversely affect comply with requirements under the Company, taken as a whole, Securities Act or materially interfere with, the Exchange Act; or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which (iv) the Company has delayed a filingbona fide business purpose for deferring or suspending such registration or offering; provided that the period of any delay or suspension under exceptions (i), an effective date (ii), (iii) and (iv) shall not exceed a period of seventy-five (75) days and any such delays or an offering pursuant to this Section 5.1(aextensions shall not in aggregate exceed one hundred-five (105) is herein called days in any twelve (12) month period (any such period, a “Suspension Period”. (b) If pursuant , and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, a Qualified Holder will be entitled to Section 5.1(a) the Company delays withdraw any request for a Demand Registration or withdraws a Registration Statementan Underwritten Shelf Takedown and, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw if such request is withdrawn, such Demand Registration or Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, any Qualified Holder may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not count against the limitations on registrations set forth in be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2.32(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide prompt such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such Investor effect (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the commencement Company to the Holders with Registrable Securities included on any suspended Registration Statement and termination counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Period and Event. Notwithstanding any withdrawal of provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 5.1(a2(e). Such Investor , the Company agrees that it shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) extend the Company deliver notice period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of a days during the period from the date of receipt by the Holders of the Suspension Period Notice to any Investor more than three times in any 12-month periodand including the date of receipt by the Holders of the End of Suspension Notice; or and (ii) a Suspension Period provide copies of any supplemented or Suspension Periods amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be in effect for ninety (90) consecutive days or more in any 12-month periodextended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. (a) The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior Notwithstanding anything to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (andcontrary contained in this Agreement, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board of Directors, Partnership determines in good faith (x) that proceeding with such an offering would require the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be in the best interests because of the Company or its shareholders or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company, taken as a wholeexistence of, or materially interfere with, or jeopardize the success in anticipation of, any pending acquisition, financing activity or proposed material transactionother transaction involving the Partnership, including the unavailability of any debt or equity financingrequired financial statements, any acquisition or dispositiondisclosure of information which is in its best interest not to publicly disclose, any recapitalization or reorganization or any other material transaction. Any event or condition of similar significance to the Partnership) that effecting an underwritten offering would be materially detrimental to the Partnership or the holders of its Common Units, then the Partnership shall be entitled to postpone any such underwritten offering for a reasonable period during of time not to exceed 60 consecutive days (or a longer period of time with the prior written consent of the Unitholders, which consent shall not be unreasonably withheld) or 105 days in the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.1(a) is herein called aggregate in any 365-day period (a “Suspension Period”). In the event of any such suspension pursuant to this Section 2.5(a), the Partnership shall furnish to each Participating Unitholder a written notice setting forth the estimated length of the anticipated delay. The Partnership will notify each Participating Unitholder promptly upon the termination of the Suspension Period. Upon notice by the Partnership to the Participating Unitholders of any determination to commence a Suspension Period, each Participating Unitholder shall, except as required by applicable Law, including any disclosure obligations under Section 13 of the Exchange Act, keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale (including sales pursuant to Rule 144), trading or transfer of any Common Units for the duration of the Suspension Period until the Partnership has provided notice that the Suspension Period has been terminated. (b) If pursuant to Section 5.1(a) After the Company delays a Demand Registration or withdraws a Registration Statement, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw such request and such request shall not count against the limitations on registrations set forth in Section 2.3. The Company shall provide prompt written notice to such Investor of the commencement and termination expiration of any Suspension Period and without any withdrawal further request from a holder of Equity Interests, the Partnership shall as promptly as reasonably practicable prepare a Registration Statement pursuant or post-effective amendment or supplement to Section 5.1(a). Such Investor shall keep the existence applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of each Suspension Period confidential the Registrable Securities included therein, the Prospectus will not include a material misstatement or omission or be not effective and refrain from making offers and sales useable for resale of Registrable Investor Shares during each Suspension Period. In no event shall: (i) the Company deliver notice of a Suspension Period to any Investor more than three times in any 12-month period; or (ii) a Suspension Period or Suspension Periods be in effect for ninety (90) consecutive days or more in any 12-month periodSecurities.