Common use of Suspension of Trading Clause in Contracts

Suspension of Trading. Notwithstanding any other provision of this Agreement, the Company shall have the right at any time to require that all Holders suspend further open market offers and sales of Registrable Stock whenever, and for so long as, in the reasonable judgment of the Company in good faith based upon the advice of counsel satisfactory to the Holders of a majority of the Registrable Stock, there is in existence material undisclosed information or events with respect to the Company (the "Suspension Right") such that the registration statement would contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. In the event the Company exercises the Suspension Right, such suspension will continue for such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Company or until such time as the registration statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, each as determined in good faith by the Company. The Company will promptly give the Holders notice, in a writing signed by an executive officer of the Company, of any exercise of the Suspension Right. The Company agrees to notify the Holders promptly upon termination of the Suspension Right. Notwithstanding the foregoing, under no circumstances shall Holder be entitled to exercise the Suspension Right for more than sixty calendar days in any twelve-month period.

Appears in 5 contracts

Samples: Registration Rights Agreement (Positron Corp), Registration Rights Agreement (Positron Corp), Registration Rights Agreement (Positron Corp)

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Suspension of Trading. Notwithstanding any other provision of this Agreement, the Company shall have the right at any time to require that all Holders suspend further open market offers and sales of Registrable Stock whenever, and for so long as, in the reasonable judgment of the Company in good faith based upon the advice of counsel satisfactory to the Holders of a majority of the Registrable Stock, there is in existence material undisclosed information or events with respect to the Company (the "Suspension RightSUSPENSION RIGHT") such that the registration statement would contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. In the event the Company exercises the Suspension Right, such suspension will continue for such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Company or until such time as the registration statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, each as determined in good faith by the Company. The Company will promptly give the Holders notice, in a writing signed by an executive officer of the Company, of any exercise of the Suspension Right. The Company agrees to notify the Holders promptly upon termination of the Suspension Right. Notwithstanding the foregoing, under no circumstances shall Holder be entitled to exercise the Suspension Right for more than sixty calendar days in any twelve-month period.

Appears in 1 contract

Samples: Purchasers Registration Rights Agreement (Schwab Charles Corp)

Suspension of Trading. Notwithstanding any other provision of this Agreement, the Company shall have the right at any time to require that all Holders Investors suspend further open market offers and sales of Registrable Stock Put Shares whenever, and for so long as, in the reasonable judgment of the Company in good faith based upon the advice of counsel satisfactory to the Holders of a majority of the Registrable Stockcounsel, there is in existence material undisclosed information or events with respect to the Company (the "β€œSuspension Right"”) such that the registration statement would contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. In the event the Company exercises the Suspension Right, such suspension will continue for continuefor such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Company or until such time as the registration statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which underwhich they were made, each as determined in good faith by the Company. The Company will promptly give the Holders Investors notice, in a writing signed by an executive officer of the Company, of any exercise of the Suspension Right. The Company agrees to notify the Holders Investors promptly upon termination of the Suspension Right. Notwithstanding the foregoing, under no circumstances shall Holder be entitled to exercise the Suspension Right for more than sixty calendar days in any twelve-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (E Loan Inc)

Suspension of Trading. Notwithstanding any other provision of this Agreement, the Company shall have the right at any time to require that all Holders suspend further open market offers and sales of Registrable Stock whenever, and for so long as, in the reasonable judgment of the Company in good faith based upon the advice of counsel satisfactory to the Holders of a majority of the Registrable Stock, there is in existence material undisclosed information or events with respect to the Company (the "Suspension Right") such that the registration statement Initial Registration Statement and/or the Second Registration Statement, as applicable, would contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. In the event the Company exercises the Suspension Right, such suspension will continue for such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Company or until such time as the such registration statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, each as determined in good faith by the Company. The Company will promptly give the Holders notice, in a writing signed by an executive officer of the Company, of any exercise of the Suspension Right. The Company agrees to notify the Holders promptly upon termination of the Suspension Right. Notwithstanding the foregoing, under no circumstances shall Holder be entitled to exercise the Suspension Right for more than sixty calendar days in any twelve-month period.

Appears in 1 contract

Samples: Marketing Agreement (E Loan Inc)

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Suspension of Trading. Notwithstanding any other provision of this ----------------------- Agreement, the Company shall have the right at any time to require that all Holders suspend further open market offers and sales of Registrable Stock whenever, and for so long as, in the reasonable judgment of the Company in good faith based upon the advice of counsel satisfactory to the Holders of a majority of the Registrable Stock, there is in existence material undisclosed information or events with respect to the Company (the "Suspension Right") such that the ---------------- registration statement would contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. In the event the Company exercises the Suspension Right, such suspension will continue for such period of time reasonably necessary for disclosure to occur at a time that is not materially detrimental to the Company or until such time as the registration statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, each as determined in good faith by the Company. The Company will promptly give the Holders notice, in a writing signed by an executive officer of the Company, of any exercise of the Suspension Right. The Company agrees to notify the Holders promptly upon termination of the Suspension Right. Notwithstanding the foregoing, under no circumstances shall Holder be entitled to exercise the Suspension Right for more than sixty calendar days in any twelve-month period.

Appears in 1 contract

Samples: Registration Rights Agreement (Positron Corp)

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