Common use of Material Events; Suspension of Sales Clause in Contracts

Material Events; Suspension of Sales. Notwithstanding the provisions contained in this Section 2, with respect to any Registration Statement, the Company may, from time to time, for a period not to exceed sixty (60) consecutive days, and, in any event, not to exceed one hundred twenty (120) days in the aggregate, during any twelve (12) month period, suspend the filing or use of such Registration Statement at any time if, and for so long as, the filing or use thereof would materially and adversely interfere with a material financing, acquisition or other transaction or require the Company to disclose such material financing, acquisition, other transaction or other material non-public information, which interference or disclosure the Board of Directors of the Company shall have determined in good faith is not in the best interests of the Company and the Company's stockholders. The Company shall deliver a written notice to each registered Holder, the Transfer Agent and the managing underwriters, if any, that the filing or use of the Registration Statement and/or Prospectus is to be suspended until the Company shall deliver a written notice that the filing or use of the Registration Statement and/or Prospectus may be resumed. During such suspension, the filing or use of the Registration Statement and/or Prospectus shall be suspended and the Company shall not be required to amend or update the Registration Statement, or amend or supplement the Prospectus. Following the termination of any such suspension, the parties hereto shall continue to be bound by the provisions of this Section 2.