Suspension Right. Notwithstanding any other provision of this Section 6, Acquiror shall have the right at any time to require that all Holders suspend further open market offers and sales of Registrable Shares whenever, and for so long as, in the reasonable judgment of Acquiror after consultation with counsel, the use of the Registration Statement and the prospectus related thereto must be suspended due to the happening of any event as a result of which the prospectus included in the 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 (the "SUSPENSION RIGHT"). In the event Acquiror exercises the Suspension Right, such suspension will continue for the period of time reasonably necessary for disclosure to occur at a time that is not detrimental to Acquiror and its shareholders or, if earlier, until such time as the information or event is no longer material, each as determined in good faith by Acquiror after consultation with counsel. Notwithstanding the foregoing, Acquiror shall not impose the Suspension Right at any time for more than thirty (30) consecutive days. Acquiror will promptly give the Holders written notice of any such suspension and will use all reasonable efforts to minimize the length of the suspension. The Registration Effective Period shall be extended by a period of time equal to the duration of any period during which the Suspension Right is imposed.
Suspension Right. Notwithstanding the provisions of Sections 10.1 and 10.2, if the Board of Directors of the Company determines in good faith that the filing of a registration statement or any supplement or amendment thereto would interfere with the negotiation or completion of a material transaction or event being contemplated by the Company, the Company shall have the right to (the "Suspension Right"), by notice to the Holders in accordance with Section 11.2, defer the filing of a registration statement to effect the demand registration or suspend the rights of the Holders to make sales pursuant to the demand registration for such a period of time as the Board of Directors may determine; provided that no such period of deferral or suspension may exceed 30 consecutive days and that all such periods of deferral or suspension may not exceed 60 days in the aggregate during any period of 12 consecutive months.
Suspension Right. Notwithstanding anything to the contrary in an Agreement, we may suspend our performance under the Agreement, including without limitation suspending your use of our Products, Software and administrative portals and our provision of Services and warranty processing, (a) on five (5) business days prior notice to you if you fail to pay any amount not contested by you in good faith by the due date or fail to use diligent good faith efforts to resolve a good faith payment dispute (unless cured during such notice period), or (b) immediately if your or your Users’ acts or omissions threaten the integrity or security of our Software, systems, products or infrastructure (provided we will use commercially reasonable efforts to provide you with advance notice of such suspension where we determine exigent circumstances do not exist). We will lift such suspension once such issue or failure is cured to our reasonable satisfaction. You will continue to be charged for service and subscription fees during such suspension. During such suspension, you will be prohibited from entering new data or processing existing data. If you attempt to access or manipulate Transportation Data utilizing third party software during suspension, we disclaim and you hold us harmless from any responsibility or liability relating to lost or altered data or related damages.
Suspension Right. 35 SECTION 10.4 NOTICES................................... 35 SECTION 10.5 REGISTRATION STATEMENT; AMENDMENTS AND SUPPLEMENTS......................... 36 SECTION 10.6 STATE SECURITIES LAWS..................... 36 SECTION 10.7 REMEDIATION OF MISSTATEMENTS OR OMISSIONS............................ 36 SECTION 10.8 LISTING ON EXCHANGE....................... 36 SECTION 10.9 COMPLIANCE WITH SECURITIES LAWS........... 37 SECTION 10.10
Suspension Right. In the event that Customer has failed to pay any ---------------- undisputed amount when due, Xxxxxxxx shall have the right to suspend Services. Xxxxxxxx shall only exercise this Suspension Right by first providing Customer with ten business days' written notice by facsimile. If Xxxxxxxx receives payment from Customer of all amounts due within the ten- day notice period, then Customer's Services shall not be suspended. Suspension of Services does not affect Customer's obligation to pay the Service Charges through the Term of this Agreement unless Customer exercises its termination right as described in this Section 4. In the event Xxxxxxxx suspends Customer's Services, Customer shall have the right but not the obligation to terminate this Agreement at its sole discretion. Customer's liability with respect to such termination shall be an amount equal to twelve (12) months of Service from the date of termination multiplied by the then current monthly Total Service Charge or an amount equal to the number of months remaining in the Term multiplied by the then current monthly Total Service Charge, whichever is less.
Suspension Right. For not more than twenty (20) consecutive days, and for not more than an aggregate of forty-five (45) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any registration statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary (A) to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time would be, in the good faith opinion of the Company, materially detrimental to the Company or (B) to amend or supplement the affected registration statement or the related prospectus so that such registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each holder in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of a holder) disclose to such holder any material non-public information giving rise to an Allowed Delay, (b) advise the holders in writing to cease all sales under the registration statement until the end of the Allowed Delay and (c) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable.
Suspension Right. Notwithstanding the foregoing, the Company may suspend the availability of any Shelf Registration Statement (i) for up to an aggregate of 45 days in any consecutive 12-month period if (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder) as determined by the board of directors of the Company or an authorized committee thereof, including the acquisition or divestiture of assets, or (ii) with respect to a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period, if such action occurs following the consummation of the Exchange Offer; provided that the Company shall promptly notify the Holders of Entitled Securities covered by such Shelf Registration Statement when the Shelf Registration Statement may once again be used or is effective.
Suspension Right. Notwithstanding the provisions of Sections 5(a) and (b), if the Board of Directors of the Company determines in good faith that the filing of a registration statement or any supplement or amendment thereto would interfere with the negotiation or completion of a material transaction or event being contemplated by the Company, the Company shall have the right to (the "Suspension Right"), by notice to the Holders in accordance with Section 11(d), defer the filing of a registration statement to effect the Shelf Registration or suspend the rights of the Holders to make sales pursuant to the Shelf Registration for such a period of time as the Board of Directors may determine; provided that no such period of deferral or suspension may exceed 45 consecutive days and that all such periods of deferral or suspension may not exceed 90 days in the aggregate during any period of 12 consecutive months.
Suspension Right. Notwithstanding the provisions of Sections 5(a) and ---------------- ------------- (b), if the Board of Directors of the Company determines in good faith that the --- filing of a registration statement or any supplement or amendment thereto would interfere with the negotiation or completion of a material transaction or event being contemplated by the Company, the Company shall have the right to (the "Suspension Right"), by notice to the Holders in accordance with Section 11(d), ---------------- ------------- defer the filing of a registration statement to effect the demand registration or suspend the rights of the Holders to make sales pursuant to the demand registration for such a period of time as the Board of Directors may determine; provided that no such period of deferral or suspension may exceed 60 consecutive -------- days and that all such periods of deferral or suspension may not exceed 120 days in the aggregate during any period of 12 consecutive months.
Suspension Right. 5.13(c) Tax(es).................................................................................2.9(a) Trademarks.............................................................................2.12(a) Voting Agreement......................................................................
