Common use of Right to Suspend Sales Clause in Contracts

Right to Suspend Sales. Buyer may suspend sales of Shares under the registration statement for a limited time, which in no event shall be longer than 90 days, if (a) such sales would materially adversely affect, or would be improper in view of (or improper without disclosure in a prospectus or other filing with the SEC), a proposed financing, reorganization, recapitalization, merger, acquisition, consolidation or similar transaction or other development involving or with respect to Buyer (including, without limitation, through the premature disclosure thereof) or (b) Buyer is conducting a public offering of capital stock (including during the effectiveness of any registration statement pertaining thereto) and the managing underwriter concludes in its reasonable judgment that sales of Shares held by the Seller would materially adversely affect the success of the offering. Buyer will promptly notify Seller any time sales of Shares under the registration statement are suspended and will promptly notify Seller of the termination of any such suspension.