Common use of Delay in Filing; Suspension of Registration Clause in Contracts

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension more than once during any twelve (12)-month period for a period not to exceed sixty (60) days. In the case of a Demand Suspension, the Investors shall suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors such numbers of copies of the Prospectus as so amended or supplemented as the Investors may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Investor.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension more than once during any twelve (12)-month period or for a period not to exceed exceeding sixty (60) days. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorInvestors.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investorsapplicable Holder, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once twice during any twelve 12 month period or (12)-month period ii) for a period not to exceed sixty (60) daysexceeding 60 days on any one occasion. In the case of a Demand Suspension, the Investors shall applicable Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors applicable Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors applicable Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors such Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, Statement if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorHolders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once during any twelve 12 month period or (12)-month period ii) for a period not to exceed sixty (60) daysexceeding 60 days on any one occasion. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorHolders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); ): provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once during any twelve 12-month period, or (12)-month period ii) for a period not to exceed sixty (60) daysexceeding 30 days on any one occasion. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorHolders of a majority of the Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investorsapplicable Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once twice during any twelve 12 month period or (12)-month period ii) for a period not to exceed sixty (60) daysexceeding 60 days on any one occasion. In the case of a Demand Suspension, the Investors shall applicable Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors applicable Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors applicable Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors such Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, Statement if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorHolders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsInvestors requesting such Registration, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that without the written consent of each of the Investors, the Company shall not be permitted to exercise a Demand Suspension more than once during any twelve (12)-month period for a period not to exceed sixty (60) days. In the case of a Demand Suspension, the Investors shall agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors requesting such Registration in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors such numbers of copies of the Prospectus as so amended or supplemented as the Investors may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorInvestors that are including Registrable Securities in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsPurchaser, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension more than once during any twelve (12)-month period for a period not to exceed sixty (60) days. In the case of a Demand Suspension, the Investors shall Purchaser agrees to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors Purchaser in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Purchaser such numbers of copies of the Prospectus as so amended or supplemented as the Investors Purchaser may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorPurchaser.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension more than once during any twelve (12)-month period for a period not to exceed sixty (60) days. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorHolders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (a) more than once during any twelve (12)-month 12) month period or (b) for a period not to exceed sixty exceeding forty-five (6045) days. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorHolders of a majority of the Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsPrincipal Stockholder, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted use its reasonable best efforts to exercise avoid exercising a Demand Suspension more than once during any twelve (12)-month period i) for a period not to exceed sixty exceeding 60 days on any one occasion or (60ii) daysfor an aggregate of more than 120 days in any 12-month period. In the case of a Demand Suspension, the Investors shall Principal Stockholder agrees to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors Principal Stockholder in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus, if necessary, Prospectus so it does not contain any untrue statement or omission and furnish to the Investors Principal Stockholder such numbers of copies of the Prospectus as so amended or supplemented as the Investors Principal Stockholder may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorPrincipal Stockholder.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension more than once during any twelve (12)-month 12)month period for a period not to exceed sixty (60) days. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Investorholders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension more than once during any twelve (12)-month 12)month period for a period not to exceed sixty (60) days. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorHolders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investorsholders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “"Demand Suspension”"); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once three times during any twelve 18-month period, or (12)-month period ii) for a period not to exceed sixty (60) daysexceeding 40 days on any one occasion. In the case of a Demand Suspension, the Investors shall holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing holders upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Investors holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors holders may reasonably request. The Company shallrepresents that, if necessaryas of the date hereof, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may it has no knowledge of any circumstance that would reasonably be requested by the Investorexpected to cause it to exercise its rights under this Section 2.2(f).

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once during any twelve 12-month period, or (12)-month period ii) for a period not to exceed sixty (60) daysexceeding 30 days on any one occasion. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorHolders of a majority of the Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Demand Suspension (i) more than once during any twelve 12-month period, or (12)-month period ii) for a period not to exceed sixty exceeding thirty (6030) daysdays on any one occasion. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the InvestorHolder that requested such Demand Registration pursuant to Section 2.2(a) hereof.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investorsholders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “"Demand Suspension”"); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once three times during any twelve 18 month period, or (12)-month period ii) for a period not to exceed sixty (60) daysexceeding 40 days on any one occasion. In the case of a Demand Suspension, the Investors shall holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing holders upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors holders such numbers of copies of the Prospectus as so amended or supplemented as the Investors holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Investorholders of a majority of the Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement registration statement pursuant to this Section 2.1 at any time would require the Company to make an Adverse DisclosureDisclosure or to utilize financial statements that, in the reasonable opinion of the independent public accountants of the Company, do not comply with the requirements of Applicable Law (“Financial Statements Matters”), the Company may, upon giving prompt written notice of such action to the InvestorsHolders, delay the filing filing, publication or initial effectiveness of, or suspend use of, the Demand Registration Statement such registration statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (A) in the case of an Adverse Disclosure (i) more than once during any twelve 12-month period, or (12)-month period ii) for a period exceeding 40 days on any one occasion and (B) in the case of Financial Statements Matters (i) if the Company is not using its best efforts to exceed sixty prepare the financial statements for the Company that do comply with Applicable Law, or (60ii) if despite such best efforts, the financial statements do not so comply with Applicable Law for a period of more than 60 days. In the case of a Demand Suspension, the Investors shall Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, purchase Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing Holders upon the termination of any Demand Suspension, and amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors Holders such numbers number of copies of the Prospectus as so amended or supplemented Prospectus as the Investors Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Investor.