Common use of Suspension of Sales Clause in Contracts

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such noticenotice (each such suspension, a “Suspension Period”). The total number No single Suspension Period shall exceed 30 consecutive days, and during any 365 day period, the aggregate of days that any such suspension may be in effect in any 12-month period all Suspension Periods shall not exceed 90 an aggregate of 60 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon During (i) any Scheduled Black-out Period (other than with respect to any resale of Registrable Securities from an effective Shelf Registration Statement if the Investor, at such time, does not have an Investor Designated Director or has not appointed an Observer) or (ii) upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or termination of such Scheduled Black-out Period (if applicable) or until such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension under clause (ii) of the foregoing may be in effect in any 12-month twelve (12)-month period shall not exceed 90 ninety (90) days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplementsupplement inadvisable, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such noticenotice (each such suspension, a “Suspension Period”). The total number No single Suspension Period shall exceed forty-five (45) consecutive days and the aggregate of days that any such suspension may be in effect in any 12-month period all Suspension Periods shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of one hundred twenty (120) days during any such suspension period of the date of such anticipated terminationtwelve (12) month period.

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such noticenotice (each such suspension, a “Suspension Period”). The total number No single Suspension Period shall exceed thirty (30) consecutive days and the aggregate of days that any such suspension may be in effect in any 12-month period all Suspension Periods shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of ninety (90) days during any such suspension period of the date of such anticipated terminationtwelve (12) month period.

Suspension of Sales. Upon During (i) any Scheduled Black-out Period (other than with respect to any resale of Registrable Securities from an effective Shelf Registration Statement if the Investor, at such time, does not have an Investor Designated Director or has not appointed an Observer pursuant to this Agreement) or (ii) upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or termination of such Scheduled Black-out Period (if applicable) or until such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension under clause (ii) of the foregoing may be in effect in any 12-month twelve (12)-month period shall not exceed 90 ninety (90) days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon receipt of written notice from the Company Recipient that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury the Investor and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury the Investor and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury the Investor and/or such Holder is advised in writing by the Company Recipient that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the CompanyRecipient, Treasury the Investor and/or such Holder shall deliver to the Company Recipient (at the CompanyRecipient’s expense) all copies, other than permanent file copies then in Treasury the Investor and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month twelve (12)-month period shall not exceed 90 ninety (90) days. The Company Recipient shall notify Treasury the Investor and the Holders prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon During any Scheduled Black-out Period and upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury each Investor who holds, and each Holder of of, Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury termination of such Scheduled Black-Out Period or until Investor and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension (other than a suspension due to a Scheduled Black-out Period) may be in effect in any 12twelve-month period shall not exceed the excess of 90 days. The days over the number of days in such twelve-month period that the Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated terminationhas delayed effecting a registration in reliance on Section 2.1(c)(v).

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such noticenotice (each such suspension, a “Suspension Period”). The total number No single Suspension Period shall exceed thirty (30) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of days that any such suspension may be in effect in any 12-month period all Suspension Periods shall not exceed 90 an aggregate of sixty (60) days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon During any Scheduled Black-out Period or upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury termination of such Scheduled Black-Out Period or until the Demanding Holder and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension (other than a suspension due to a Scheduled Black-out Period) may be in effect in any 12twelve-month period shall not exceed 90 days. The the excess of ninety (90) days over the number of days in such twelve-month period that the Company shall notify Treasury prior to has delayed effecting a registration in reliance on Section 2.1(c)(v) and the anticipated termination number of any days in such suspension twelve-month period of that the date of such anticipated terminationCompany has suspended a Shelf Registration Statement in reliance on Section 2.1(g).

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable the use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such noticenotice (each such suspension, a “Suspension Period”). The total number No single Suspension Period shall exceed thirty (30) consecutive days and the aggregate of days that any such suspension may be in effect in any 12-month period all Suspension Periods shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of ninety (90) days during any such suspension period of the date of such anticipated terminationtwelve (12) month period.

Suspension of Sales. Upon receipt of written notice from the Company Recipient that a registration statement, prospectus or prospectus supplement supplement, or Indenture contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury or Indenture, the Investor and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury the Investor and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or Indenture, or until Treasury the Investor and/or such Holder is advised in writing by the Company Recipient that the use of the prospectus and, if applicable, prospectus supplement or Indenture may be resumed, and, if so directed by the CompanyRecipient, Treasury the Investor and/or such Holder shall deliver to the Company Recipient (at the CompanyRecipient’s expense) all copies, other than permanent file copies then in Treasury the Investor and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement or Indenture covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month twelve (12)-month period shall not exceed 90 ninety (90) days. The Company Recipient shall notify Treasury the Investor and the Holders prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon During any Scheduled Black-Out Period and upon receipt of written notice from the Company that a registration statementRegistration Statement, prospectus Prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statementRegistration Statement, prospectus Prospectus or prospectus supplement, Treasury and each the Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or termination of such Scheduled Black-Out Period or until the Holder has received copies of a supplemented or amended prospectus Prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus Prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus Prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month 180 day period shall not exceed 90 60 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplementsupplement inadvisable, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s 's possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such noticenotice (each such suspension, a “Suspension Period”). The total number No single Suspension Period shall exceed forty-five (45) consecutive days and the aggregate of days that any such suspension may be in effect in any 12-month period all Suspension Periods shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of one hundred twenty (120) days during any such suspension period of the date of such anticipated terminationtwelve (12) month period.

Suspension of Sales. Upon During any Scheduled Black-out Period and upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury Purchaser and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury termination of such Scheduled Black-Out Period or until Purchaser and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The ​ ​ total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination

Suspension of Sales. Upon During (i) any Permitted Black-out Period or (ii) upon receipt of written notice from the Company that a registration statementRegistration Statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statementRegistration Statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or termination of such Permitted Black-out Period or until such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension described in clause (ii) of this paragraph may be in effect in any 180-day period shall not exceed 30 days. The total number of days that any suspension periods described in clause (ii), together with any Permitted Blackouts Periods, may collectively be in effect during any 12-month period shall not exceed 90 120 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon During any Scheduled Black-out Period or upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of of, Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury termination of such Scheduled Black-Out Period or until the Demanding Holder and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension (other than a suspension due to a Scheduled Black-out Period) may be in effect in any 12twelve-month period shall not exceed the excess of 90 days. The days over the number of days in such twelve-month period that the Company shall notify Treasury prior to has delayed effecting a registration in reliance on Section 2.1(c)(v) and the anticipated termination number of any days in such suspension twelve-month period of that the date of such anticipated terminationCompany has suspended a Shelf Registration Statement in reliance on Section 2.1(h).

Suspension of Sales. Upon During any Scheduled Black-out Period and upon receipt of written notice from the Company that a registration statementShelf Registration Statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or that circumstances exist that make inadvisable use of such registration statementShelf Registration Statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or termination of such Scheduled Black-out Period or until such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The Excluding Scheduled Black-out Periods, the total number of days that of any such suspension may be delays under Section 5.7(a)(3) and the total number of days of any suspensions under this Section 5.7(d) shall not exceed, in effect the aggregate, 60 days in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination(an “Allowable Suspension Period”).

Suspension of Sales. Upon receipt of written notice from the Company that a registration statementthe Registration Statement, prospectus, free-writing prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact (in the case of the Registration Statement or any amendment thereto, required to be stated therein or or) necessary to make the statements therein (in the case of a prospectus, a free-writing prospectus or a prospectus supplement, in the light of the circumstances under which they were made) not misleading or that circumstances exist that make inadvisable use of such registration statementthe Registration Statement, prospectus, free-writing prospectus or prospectus supplementsupplement (including pursuant to Section 4.2(c)(vii)(5)), Treasury and each Holder of Registrable Securities the Purchasers shall forthwith discontinue disposition of Registrable Securities until Treasury and/or Holder such Purchaser has received copies of a supplemented or amended prospectus, free-writing prospectus or prospectus supplement, or until Treasury and/or such Holder is the Purchasers are advised in writing by the Company that the use of the prospectus and, if applicable, free-writing prospectus or prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder Purchaser shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such HolderPurchaser’s possession, of the prospectus and, if applicable, free-writing prospectus and prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated terminationtermination Termination of Registration Rights

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The #93150958v4 total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination

Suspension of Sales. Upon During any Scheduled Black-out Period and upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury Purchaser and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury termination of such Scheduled Black-Out Period or until Purchaser and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month 180 day period shall not exceed 90 45 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement #10384659v1 may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination

Suspension of Sales. Upon receipt of written notice from If the Company determines in good faith that a registration statementRegistration Statement, prospectus Prospectus or prospectus any amendment or supplement thereto contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading or that circumstances exist that make inadvisable use misleading, then, upon receipt of written notice from the Company to such registration statementeffect, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith promptly discontinue disposition of Registrable Securities until Treasury and/or such Holder has received copies of a an amended or supplemented Registration Statement or amended prospectus or prospectus supplementProspectus, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus andsuch Registration Statement, if applicableProspectus, prospectus amendment or supplement may be resumedresumed (which notice shall be given by the Company promptly following the time such Registration Statement or Prospectus has been amended or supplemented or otherwise no longer contains or may contain 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 made therein, in light of the circumstances in which they were made, not misleading), and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus andsuch Registration Statement, if applicableProspectus, prospectus amendment or supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension or suspensions may be in effect in any 12-month period shall not exceed more than 60 consecutive days or more than an aggregate of 90 days. The Company shall notify Treasury prior to the anticipated termination of days in any such suspension period of the date of such anticipated terminationtwelve-month period.

Suspension of Sales. Upon During any Scheduled Black-out Period or upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury each Investor who holds, and each Holder of of, Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury termination of such Scheduled Black-Out Period or until the Demanding Investor and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension (other than a suspension due to a Scheduled Black-out Period) may be in effect in any 12twelve-month period shall not exceed the excess of 90 days. The days over the number of days in such twelve-month period that the Company shall notify Treasury prior to has delayed effecting a registration in reliance on Section 2.1(c)(v) and the anticipated termination number of any days in such suspension twelve-month period of that the date of such anticipated terminationCompany has suspended a Shelf Registration Statement in reliance on Section 2.1(h).

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable the use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus 41 supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such noticenotice (each such suspension, a “Suspension Period”). The total number No single Suspension Period shall exceed thirty (30) consecutive days and the aggregate of days that any such suspension may be in effect in any 12-month period all Suspension Periods shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of ninety (90) days during any such suspension period of the date of such anticipated terminationtwelve (12) month period.

Suspension of Sales. Upon Notwithstanding anything to the contrary, during any Scheduled Black-out Period or upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of of, Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury termination of such Scheduled Black-Out Period or until the Demanding Holder and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s 's possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension (other than suspensions due to a Scheduled Black-out Periods) may be in effect in any 12twelve-month period shall not exceed the excess of 90 days. The days over the number of days in such twelve-month period that the Company shall notify Treasury prior to has delayed effecting a registration in reliance on Section 2.1(c) and, as applicable, the anticipated termination number of any days in such suspension twelve-month period of that the date of such anticipated terminationCompany has suspended a Shelf Registration Statement in reliance on Section 2.1(h).

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement EXHIBIT 10.1 of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable the use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until Treasury and/or such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such noticenotice (each such suspension, a “Suspension Period”). The total number No single Suspension Period shall exceed thirty (30) consecutive days and the aggregate of days that any such suspension may be in effect in any 12-month period all Suspension Periods shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of ninety (90) days during any such suspension period of the date of such anticipated terminationtwelve (12) month period.

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury the Investor and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury the Investor and/or Holder has received copies of a UST Sequence No. 208 supplemented or amended prospectus or prospectus supplement, or until Treasury the Investor and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury the Investor and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury the Investor and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The [AM_ACTIVE 402852819_4] #10386118v4 total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination

Suspension of Sales. Upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact (i) in the case of such registration statement, required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of such prospectus or prospectus supplement, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or, in each case, that circumstances exist that make inadvisable the use of such registration statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities Investor shall forthwith discontinue disposition of Registrable Securities until Treasury and/or Holder Investor has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder Investor is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder Investor shall use its commercially reasonable efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such HolderInvestor’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month 180 day period shall not exceed 90 60 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon During (i) any Permitted Black-out Period or (ii) upon receipt of written notice from the Company that a registration statementRegistration Statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statementRegistration Statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or termination of such Permitted Black-out Period or until such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension described in clause (ii) of this paragraph may be in effect in any 180-day period shall not exceed 30 days. The total number of days that any suspension periods described in clause (ii), together with any Permitted Blackouts Periods, may collectively be in effect during any 12-month period shall not exceed 90 120 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination3.5

Suspension of Sales. Upon receipt of written notice from the Company Borrower that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, Treasury the Lender and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury the Lender and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury the Lender and/or such Holder is advised in writing by the Company Borrower that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the CompanyBorrower, Treasury the Lender and/or such Holder shall deliver to the Company Borrower (at the CompanyBorrower’s expense) all copies, other than permanent file copies then in Treasury the Lender and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination.

Suspension of Sales. Upon During any Scheduled Black-out Period and upon receipt of written notice from the Company that a registration statementShelf Registration Statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or that circumstances exist that make inadvisable use of such registration statementShelf Registration Statement, prospectus or prospectus supplement, Treasury and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until Treasury and/or termination of such Scheduled Black-out Period or until such Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until Treasury and/or such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, Treasury and/or such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Treasury and/or such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The Excluding Scheduled Black-out Periods, the total number of days that of any such suspension may be delays under Section 5.19(a)(3) and the total number of days of any suspensions under this Section 5.19(d) shall not exceed, in effect the aggregate, 120 days in any 12-month period shall not exceed 90 days. The Company shall notify Treasury prior to the anticipated termination of any such suspension period of the date of such anticipated termination(an “Allowable Suspension Period”).