Suspension of Registration Statement. If subsequent to -------------------------------------- any Closing, the Registration Statement is suspended, other than due to the acts of the Investor or the Placement Agent, for any period exceeding twenty trading days (20) days, the Company shall pay an amount equal to two percent (2 %) of the Purchase Price of all Common Stock held by the Investor, purchased pursuant to this Agreement for each twenty trading day (20) day period or portion thereof; provided, however, that the Company shall not be required to pay such -------- ------- amount to the Investor in connection with any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post-effective amendment is declared effective by the SEC.
Suspension of Registration Statement. If, at any time when a registration statement effected pursuant to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the amendment or supplement to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides the Demand Party written notice thereof promptly after the Company makes such determination, the Demand Party shall suspend sales of Registrable Securities pursuant to such registration statement and the Company shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier of (a) the date upon which such material information is disclosed to the public or ceases to be material or (b) 60 days after the Demand Party’s receipt of such written notice. If the Demand Party’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement shall not be counted for purposes of determining the number of registrations permitted under Section 2(a)(ii) hereof.
Suspension of Registration Statement. (a) Notwithstanding anything to the contrary set forth in this Agreement, PLX's obligation under this Agreement to cause a Shelf Registration Statement and any filings with any state securities commission to become effective or to amend or supplement a Shelf Registration Statement shall be suspended (and, if the Shelf Registration Statement has become effective, each Holder agrees that it will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement) in the event and during such period as circumstances exist (including, without limitation (i) an underwritten offering by PLX if PLX is advised by an independent investment banking firm that sale of the shares under the Shelf Registration Statement would have a material adverse effect on PLX's offering or (ii) pending negotiations relating to, or consummation of, a transaction, or the occurrence of an event or the existence of facts and circumstances that would require additional disclosure of material information by PLX in the registration statement or such filing, as to which PLX has a bona fide business purpose for preserving confidentiality or which renders PLX unable to comply with Commission requirements) (such circumstances being hereinafter referred to as a "Suspension Event") that would make it impractical or unadvisable in the PLX's good faith judgment, to cause the registration or such filings to become effective or amend or supplement the Shelf Registration Statement (or, if the Shelf Registration Statement has become effective, to permit dispositions of Registrable Securities under the Shelf Registration Statement), but such suspension shall continue only for so long as such event or its effect is continuing, provided, further, that the aggregate number of days in any consecutive twelve (12) month period during which such suspension shall continue does not exceed 45 days per occurrence or more than 60 days in the aggregate. PLX shall notify the Holder of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(a), of the nature of any Suspension Event by providing a suspension notice (a "Suspension Notice") to such Holder. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement or such filings following further notice to such effect from PLX to the Shareholders' Agent, which notice shall be given by PLX not later than five (5) business days after the conc...
Suspension of Registration Statement. The Company shall be permitted to suspend the effectiveness of any Registration Statement hereunder if (i) the Company provides at least 10 days' prior written notice to the Investor Stockholders of the Company's intention to make a public offering of its Common Stock within 30 days of such notice, other than a Registration Statement filed pursuant to Section 3 hereof or (ii) a merger, acquisition, business combination or other material transaction has been proposed and is being actively considered by the Company and notice of the same is provided to the Investor Stockholders. Notwithstanding anything to the contrary in this Section 12, the Company shall not be permitted to suspend the effectiveness of any Registration Statement hereunder for more than 30 consecutive days at any one time or more than 60 days in any 12-month period.
Suspension of Registration Statement. Upon written notice to the Purchaser, the Seller may suspend the use of any prospectus used in connection with the Registration Statement if the Board of Directors of the Seller determines in good faith based upon advice of counsel that the use of the prospectus would be misleading because of material non-public information known to the Seller and disclosure of which is determined by the Board of Directors to be materially detrimental to the Seller and is not otherwise required by law; provided, however, that the Seller may utilize this provision only once in any twelve (12) month period and any such suspension shall not exceed forty-five (45) calendar days. The Seller will use its reasonable best efforts to cause any such suspension to terminate at the earliest possible date.
Suspension of Registration Statement. Notwithstanding anything to the contrary in this Section 2, the Company may, by delivering written notice to the Holders, defer and suspend the filing of any Registration Statement covering Transfer Restricted Securities at any time if (i) the Company is in possession of material non-public information, (ii) the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) the Company determines in good faith that disclosure of such material non-public information would have a material adverse effect on the Company and its stockholders; provided, however, that upon the public disclosure by the Company of the material non-public information described in clause (i) of this paragraph, the suspension of the filing of the Registration Statement pursuant to this Section 2(c) shall cease and the Company shall promptly comply with Section 3(b) hereof. In no event shall any suspension of the filing of a Registration Statement pursuant to Section 2(c) exceed sixty (60) days or occur more than three (3) times in any twelve (12) month period.
Suspension of Registration Statement. (a) If at any time, and from time to time, during the Selling Period Onyx shall furnish to the Holders a certificate signed by the chief executive officer or chief financial officer of Onyx stating that (i) in the good-faith judgment of Onyx’s Board of Directors, permitting the sale of Onyx Common Stock pursuant to the Registration Statement at such time would be materially detrimental to Onyx and its shareholders or (ii) there exists a Disclosure Condition, Onyx may require that no sales be made by the Holders under the Registration Statement or the applicable Prospectus until such time as Onyx notifies the Holders in writing that such sales may be resumed; provided, however, that Onyx shall not exercise this right for more than a total of 60 days in the case of any one delay (subject to the limitation on delays and suspensions set forth in Section 2.3(b) hereof) nor more than twice in any twelve-month period; and provided further, that Onyx may not so suspend the use of the Registration Statement during any time in which Onyx is publicly selling shares of its capital stock or has another registration statement effective the use of which has not been suspended; and provided further, that the applicable Selling Period shall be extended by the aggregate number of days for which the use of the Registration Statement is suspended.
Suspension of Registration Statement. (a) During the Commitment Period and notwithstanding anything to the contrary herein or in the Registration Rights Agreement, the Company from time to time may suspend the use of a Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (a “Black Out Period”).
Suspension of Registration Statement. Upon written notice given to the applicable Selling Shareholder, each Issuer may elect (i) to delay the filing of a registration statement pursuant to Section 2 or Section 3 hereof, or (ii) to suspend the use of the prospectus forming part of its Registration Statement for periods that do not, in the aggregate (including both suspensions under (i) and (ii)), exceed 90 days in each twelve-month period (each such period is hereinafter referred to as a "Suspension Period") as a result of business developments or other transactions involving the Issuer the existence of which in the sole discretion of the Issuer would make its Registration Statement inaccurate or misleading in any material respect. Each Selling Shareholder hereby covenants that it will not sell any Registrable Securities pursuant to said prospectus during the period commencing at the time at which the Issuer gives the Selling Shareholder written notice of such suspension and ending at the earliest to occur of the following: (i) the time that the Issuer gives such Selling Shareholder written notice that such Selling Shareholder may thereafter effect sales pursuant to said prospectus; or (ii) the completion of the applicable Suspension Period. The Period referred to in Section 3(b)(i) above shall be extended for a period of time equal to the aggregate of all Suspension Periods.
Suspension of Registration Statement. (a) Establishment of a Black Out Period. During the Commitment Period, the Company from time to time may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material non- public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or Prospectus or Prospectus Supplement so that such Registration Statement or Prospectus or Prospectus Supplement shall not include an
