Common use of Suspension or Delay Clause in Contracts

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing any registration statement pursuant to Section 3(a) or any amendment thereto, and may withhold efforts to cause such Shelf Registration Statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such Shelf Registration Statement, in each case as set forth below if any of the following events shall occur: (A) the Company determines that such action is required by applicable law; (B) the Company determines that the filing or use of such Shelf Registration Statement or amendment thereto would require the Company to disclose material information, including, without limitation, the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such Shelf Registration Statement; (C) the Company has commenced, or has a bona fide intention to commence, a public or Rule 144A securities offering transaction; (D) such Registration, of the Registrable Securities would, in the judgment of the Company, impede, delay or otherwise interfere with any pending or contemplated material acquisition, reorganization or similar material transaction; or (E) the Holders of a majority of the Registrable Securities covered or to be covered by such Shelf Registration Statement consent in writing to such delay or suspension, provided, however, that other than with respect to (E) above, the Company may not delay, withhold or suspend a registration statement for such reasons for more than ninety (90) days in the aggregate during any period of twelve (12) consecutive months. (ii) In the case of an event specified in Section 3(c)(i) that causes the Company to delay, withhold or suspend the use of a Shelf Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the selling Holders to delay, withhold or suspend sales of the Registrable Securities and such notice shall state the basis for the notice (without disclosing any material non-public information). The selling Holders shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The selling Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the selling Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 3(c) with respect to any Shelf Registration Statement, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of a Suspension Notice to and including the date when selling Holders shall have received an End of Suspension Notice and copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided, however, that such period of time shall not be extended beyond the date that Registrable Securities covered by such Shelf Registration Statement cease to be Registrable Securities.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing any a registration statement pursuant to this Section 3(a) 3 or any an amendment thereto, and may withhold efforts to cause such Shelf Registration Statement a registration statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such Shelf Registration Statementregistration statement, in each case for such times as set forth below the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) if any of the following events shall occur: (A) the board of directors of the Company determines in good faith after consultation with outside counsel that such action is required by applicable law; (B) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of such Shelf Registration Statement the registration statement or amendment thereto would require the Company to disclose material information, including, without limitation, the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such Shelf Registration Statement; registration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or (C) the Company has commenced, or has a bona fide intention to commence, a public or Rule 144A securities offering transaction; (D) such Registration, of the Registrable Securities would, in the judgment of the Company, impede, delay or otherwise interfere with any pending or contemplated material acquisition, reorganization or similar material transaction; or (E) the Holders of a majority of the Registrable Securities covered or to be covered by such Shelf Registration Statement registration statement consent in writing to such delay or suspension, provided, however, that other than with respect to (E) above. Upon the occurrence of any such delay or suspension, the Company may not delay, withhold or suspend a shall use its reasonable best efforts to cause the registration statement for to become effective, to promptly amend or supplement the registration statement on a post-effective basis or to take such reasons for more than ninety (90) days in action as is necessary to permit resumed use of the aggregate during any period of twelve (12) consecutive monthsregistration statement as soon as possible. (ii) In the case of an event specified in Section 3(c)(i3(f)(i) that causes the Company to delay, withhold or suspend the use of a Shelf Registration Statement registration statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the selling Holders to delay, withhold or suspend sales of the Registrable Securities and such notice shall state the basis for the notice (without disclosing any material non-public information)) and certify, by an officer of the Company, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate the delay, withholding or suspension of the use of the registration statement as promptly as possible. The selling Holders shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement registration statement (or such filings) at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The selling Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement registration statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the selling Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 3(c3(f) with respect to any Shelf Registration Statementregistration statement, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement registration statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of a Suspension Notice to and including the date when selling Holders shall have received an End of Suspension Notice and copies of the supplemented or amended prospectus Prospectus necessary to resume sales, with respect to each Suspension Event; provided, however, that such period of time shall not be extended beyond the date that Registrable Securities covered by such Shelf Registration Statement registration statement cease to be Registrable Securities (iv) If the Company so delays or withholds with respect to a registration statement pursuant to Section 3(f)(i), the Initiating Holders or demanding Investor, as the case may be, will have the right to withdraw the request for Registration (and the Holders who have requested that their Registrable Securities be included in such Registration may withdraw such Registrable Securities from such Registration) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the notice delivered to the Holders. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities hereunder, and, to the extent applicable, such withdrawn registration shall not be counted as a Demand Registration hereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing any a registration statement pursuant to this Section 3(a) 3 or any an amendment thereto, and may withhold efforts to cause such Shelf Registration Statement a registration statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such Shelf Registration Statementregistration statement, in each case for such times as set forth below the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) if any of the following events shall occur: (A) the board of directors of the Company determines in good faith after consultation with outside counsel that such action is required by applicable law; (B) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of such Shelf Registration Statement the registration statement or amendment thereto would require the Company to disclose material information, including, without limitation, the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such Shelf Registration Statement; registration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or (C) the Company has commenced, or has a bona fide intention to commence, a public or Rule 144A securities offering transaction; (D) such Registration, of the Registrable Securities would, in the judgment of the Company, impede, delay or otherwise interfere with any pending or contemplated material acquisition, reorganization or similar material transaction; or (E) the Holders of a majority of the aggregate principal amount of Registrable Securities covered or to be covered by such Shelf Registration Statement registration statement consent in writing to such delay or suspension, provided, however, that other than with respect to (E) above. Upon the occurrence of any such delay or suspension, the Company may not delay, withhold or suspend a shall use its reasonable best efforts to cause the registration statement for to become effective, to promptly amend or supplement the registration statement on a post-effective basis or to take such reasons for more than ninety (90) days in action as is necessary to permit resumed use of the aggregate during any period of twelve (12) consecutive monthsregistration statement as soon as possible. (ii) In the case of an event specified in Section 3(c)(i3(f)(i) that causes the Company to delay, withhold or suspend the use of a Shelf Registration Statement registration statement (a “"Suspension Event”"), the Company shall give written notice (a “"Suspension Notice”") to the selling Holders to delay, withhold or suspend sales of the Registrable Securities and such notice shall state the basis for the notice (without disclosing any material non-public information)) and certify, by an officer of the Company, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate the delay, withholding or suspension of the use of the registration statement as promptly as possible. The selling Holders shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement registration statement (or such filings) at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The selling Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement registration statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the selling Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 3(c3(f) with respect to any Shelf Registration Statementregistration statement, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement registration statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of a Suspension Notice to and including the date when selling Holders shall have received an End of Suspension Notice and copies of the supplemented or amended prospectus Prospectus necessary to resume sales, with respect to each Suspension Event; provided, however, that such period of time shall not be extended beyond the date that Registrable Securities covered by such Shelf Registration Statement registration statement cease to be Registrable Securities (iv) If the Company so delays or withholds with respect to a registration statement pursuant to Section 3(f)(i), the Initiating Holders or demanding Investor, as the case may be, will have the right to withdraw the request for Registration (and the Holders who have requested that their Registrable Securities be included in such Registration may withdraw such Registrable Securities from such Registration) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the notice delivered to the Holders. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities hereunder, and, to the extent applicable, such withdrawn registration shall not be counted as a Demand Registration hereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing any registration statement pursuant to Section 3(a) a Registration Statement or any an amendment thereto, and may withhold efforts to cause such Shelf a Registration Statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such Shelf Registration Statement, in each case as set forth below if any of the following events shall occurif: (Ai) the board of directors of the Company determines in good faith after consultation with counsel that such action is required by applicable law; (Bii) the Company determines in good faith after consultation with counsel that the filing or use of such Shelf the Registration Statement or amendment thereto would require the Company to disclose material information, including, including without limitation, limitation the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such Shelf Registration Statementregistration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders; or (Ciii) the Company has commencedis engaged in, or prior to receiving such request had determined and taken substantial steps to effect, an underwritten public offering of Common Stock for its own account (other than an offering pursuant to Form ▇-▇, ▇-▇ or any successor or similar form) and the managing underwriter has advised the Company that such offers and sales by the Shareholders will adversely affect such public offering. Each period referred to above during which the use of a bona fide intention Registration Statement or amendment thereto is delayed in accordance with this Section 5 shall be referred to commenceherein as a "Deferral Period". Notwithstanding the foregoing, a public or Rule 144A securities offering transaction; in no event shall the Company be entitled to declare more than three (D3) such Registration, Deferral Periods in any 365-day period nor shall the aggregate number of days included in all Deferral Periods exceed one hundred fifty (150) days in any 365-day period without the consent of the Registrable Securities would, in the judgment of the Company, impede, delay or otherwise interfere with any pending or contemplated material acquisition, reorganization or similar material transaction; or (E) the Holders of Shareholders holding a majority of the Registrable Securities covered or Restricted Stock at such time. The Company shall terminate a Deferral Period as soon as practicable after the circumstances giving rise to be covered by the Company's right to declare such Shelf Deferral Period cease to exist. The Company shall promptly give the Shareholders written notice of a determination to commence a Deferral Period, which notice shall contain a general statement of the reasons for such Deferral Period and the anticipated length of such Deferral Period, and shall notify the Shareholders upon the termination of each Deferral Period. If, after a Registration Statement consent in writing to such delay or suspension, provided, however, that other than with respect to (E) abovebecomes effective, the Company may not delay, withhold or suspend a advises the holders of registered shares that the Company has determined in good faith that the registration statement for is required to be amended to comply with applicable law or regulation, the holders of such reasons for more than ninety (90) days in the aggregate during registered shares shall suspend any period further sales of twelve (12) consecutive months. (ii) In the case of an event specified in Section 3(c)(i) that causes their registered shares until the Company to delay, withhold or suspend advises them that the use of a Shelf Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the selling Holders to delay, withhold or suspend sales of the Registrable Securities and such notice shall state the basis for the notice (without disclosing any material non-public information). The selling Holders shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The selling Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the selling Holders in the manner described above promptly following the conclusion of any Suspension Event and its effectregistration statement has been amended. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 3(c) with respect to any Shelf Registration Statement, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of a Suspension Notice to and including the date when selling Holders shall have received an End of Suspension Notice and copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided, however, that such period of time shall not be extended beyond the date that Registrable Securities covered by such Shelf Registration Statement cease to be Registrable Securities.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing any a registration statement pursuant to this Section 3(a) 3 or any an amendment thereto, and may withhold efforts to cause such Shelf Registration Statement a registration statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such Shelf Registration Statementregistration statement, in each case for such times as set forth below the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) if any of the following events shall occur: (A) the board of directors of the Company determines in good faith after consultation with outside counsel that such action is required by applicable law; (B) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of such Shelf Registration Statement the registration statement or amendment thereto would require the Company to disclose material information, including, without limitation, the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such Shelf Registration Statement; registration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or (C) the Company has commenced, or has a bona fide intention to commence, a public or Rule 144A securities offering transaction; (D) such Registration, of the Registrable Securities would, in the judgment of the Company, impede, delay or otherwise interfere with any pending or contemplated material acquisition, reorganization or similar material transaction; or (E) the Holders of a majority of the aggregate principal amount of Registrable Securities covered or to be covered by such Shelf Registration Statement registration statement consent in writing to such delay or suspension, provided, however, that other than with respect to (E) above. Upon the occurrence of any such delay or suspension, the Company may not delay, withhold or suspend a shall use its reasonable best efforts to cause the registration statement for to become effective, to promptly amend or supplement the registration statement on a post-effective basis or to take such reasons for more than ninety (90) days in action as is necessary to permit resumed use of the aggregate during any period of twelve (12) consecutive monthsregistration statement as soon as possible. (ii) In the case of an event specified in Section 3(c)(i3(f)(i) that causes the Company to delay, withhold or suspend the use of a Shelf Registration Statement registration statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the selling Holders to delay, withhold or suspend sales of the Registrable Securities and such notice shall state the basis for the notice (without disclosing any material non-public information)) and certify, by an officer of the Company, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate the delay, withholding or suspension of the use of the registration statement as promptly as possible. The selling Holders shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement registration statement (or such filings) at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The selling Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement registration statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the selling Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 3(c3(f) with respect to any Shelf Registration Statementregistration statement, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement registration statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of a Suspension Notice to and including the date when selling Holders shall have received an End of Suspension Notice and copies of the supplemented or amended prospectus Prospectus necessary to resume sales, with respect to each Suspension Event; provided, however, that such period of time shall not be extended beyond the date that Registrable Securities covered by such Shelf Registration Statement registration statement cease to be Registrable Securities (iv) If the Company so delays or withholds with respect to a registration statement pursuant to Section 3(f)(i), the Initiating Holders or demanding Investor, as the case may be, will have the right to withdraw the request for Registration (and the Holders who have requested that their Registrable Securities be included in such Registration may withdraw such Registrable Securities from such Registration) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the notice delivered to the Holders. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities hereunder, and, to the extent applicable, such withdrawn registration shall not be counted as a Demand Registration hereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing any registration statement pursuant to Section 3(a) a Registration Statement or any an amendment thereto, and may withhold efforts to cause such Shelf a Registration Statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such Shelf Registration Statement, in each case as set forth below if any of the following events shall occurif: (Ai) the Company Board determines in good faith after consultation with counsel that such action is required by applicable law; or (Bii) the Company determines in good faith after consultation with counsel that the filing or use of such Shelf the Registration Statement or amendment thereto would require the Company to disclose material information, including, without limitation, including the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such Shelf Registration Statement; (C) , and the Board determines in good faith that such disclosure would be materially detrimental to the Company has commenced, and its shareholders. Each period referred to above during which the use of a Registration Statement or has amendment thereto is delayed in accordance with this Section 2.5 shall be referred to herein as a bona fide intention to commence, a public or Rule 144A securities offering transaction; (D) such Registration, of “Deferral Period”. Notwithstanding the Registrable Securities wouldforegoing, in the judgment of the Company, impede, delay or otherwise interfere with any pending or contemplated material acquisition, reorganization or similar material transaction; or (E) the Holders of a majority of the Registrable Securities covered or to be covered by such Shelf Registration Statement consent in writing to such delay or suspension, provided, however, that other than with respect to (E) above, no event shall the Company may not delay, withhold or suspend a registration statement for such reasons for be entitled to more than one (1) Deferral Period of up to ninety (90) days in any 365-day period without the aggregate during any period consent of twelve (12) consecutive months. (ii) In the case of an event specified in Section 3(c)(i) that causes Investor. The Company shall terminate a Deferral Period as soon as practicable after the circumstances giving rise to the Company’s right to declare such Deferral Period cease to exist. The Company to delay, withhold or suspend shall promptly give the use Investor written notice of a Shelf determination to commence a Deferral Period, which notice shall contain a general statement of the reasons for such Deferral Period and the anticipated length of such Deferral Period, and shall notify the Investor upon the termination of each Deferral Period. Subject to the foregoing, if, after a Registration Statement (a “Suspension Event”)becomes effective, the Company advises the holders of registered shares that the Company has determined in good faith that the Registration Statement is required to be amended to comply with applicable law or regulation, the holders of such registered shares shall give written notice (a “Suspension Notice”) to the selling Holders to delay, withhold or suspend any further sales of their registered shares until the Registrable Securities and such notice shall state Company advises them that the basis for the notice (without disclosing any material non-public information). The selling Holders shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The selling Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the selling Holders in the manner described above promptly following the conclusion of any Suspension Event and its effecthas been amended. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 3(c) with respect to any Shelf Registration Statement, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of a Suspension Notice to and including the date when selling Holders shall have received an End of Suspension Notice and copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided, however, that such period of time shall not be extended beyond the date that Registrable Securities covered by such Shelf Registration Statement cease to be Registrable Securities.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing any registration statement pursuant to Section 3(a) a Registration Statement or any an amendment thereto, and may withhold efforts to cause such Shelf a Registration Statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such Shelf Registration Statement, in each case as set forth below if any of the following events shall occurif: (Ai) the board of directors of the Company determines in good faith after consultation with counsel that such action is required by applicable law; (Bii) the Company determines in good faith after consultation with counsel that the filing or use of such Shelf the Registration Statement or amendment thereto would require the Company to disclose material information, including, including without limitation, limitation the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such Shelf Registration Statementregistration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders; or (Ciii) the Company has commencedis engaged in, or prior to receiving such request had determined and taken substantial steps to effect, an underwritten public offering of Common Stock for its own account (other than an offering pursuant to Form ▇-▇, ▇-▇ or any successor or similar form) and the managing underwriter has advised the Company that such offers and sales by the Shareholders will adversely affect such public offering. Each period referred to above during which the use of a bona fide intention Registration Statement or amendment thereto is delayed in accordance with this Section 5 shall be referred to commenceherein as a "DEFERRAL PERIOD". Notwithstanding the foregoing, a public or Rule 144A securities offering transaction; in no event shall the Company be entitled to declare more than three (D3) such Registration, Deferral Periods in any 365-day period nor shall the aggregate number of days included in all Deferral Periods exceed one hundred fifty (150) days in any 365-day period without the consent of the Registrable Securities would, in the judgment of the Company, impede, delay or otherwise interfere with any pending or contemplated material acquisition, reorganization or similar material transaction; or (E) the Holders of Shareholders holding a majority of the Registrable Securities covered or Restricted Stock at such time. The Company shall terminate a Deferral Period as soon as practicable after the circumstances giving rise to be covered by the Company's right to declare such Shelf Deferral Period cease to exist. The Company shall promptly give the Shareholders written notice of a determination to commence a Deferral Period, which notice shall contain a general statement of the reasons for such Deferral Period and the anticipated length of such Deferral Period, and shall notify the Shareholders upon the termination of each Deferral Period. If, after a Registration Statement consent in writing to such delay or suspension, provided, however, that other than with respect to (E) abovebecomes effective, the Company may not delay, withhold or suspend a advises the holders of registered shares that the Company has determined in good faith that the registration statement for is required to be amended to comply with applicable law or regulation, the holders of such reasons for more than ninety (90) days in the aggregate during registered shares shall suspend any period further sales of twelve (12) consecutive months. (ii) In the case of an event specified in Section 3(c)(i) that causes their registered shares until the Company to delay, withhold or suspend advises them that the use of a Shelf Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the selling Holders to delay, withhold or suspend sales of the Registrable Securities and such notice shall state the basis for the notice (without disclosing any material non-public information). The selling Holders shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The selling Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the selling Holders in the manner described above promptly following the conclusion of any Suspension Event and its effectregistration statement has been amended. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 3(c) with respect to any Shelf Registration Statement, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of a Suspension Notice to and including the date when selling Holders shall have received an End of Suspension Notice and copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided, however, that such period of time shall not be extended beyond the date that Registrable Securities covered by such Shelf Registration Statement cease to be Registrable Securities.

Suspension or Delay. (i) Notwithstanding anything herein to the contrary in this Agreement, the Company may (x) delay filing any a registration statement pursuant to this Section 3(a) 3 or any an amendment thereto, and may withhold efforts to cause such Shelf Registration Statement a registration statement or amendment thereto to become effective or (y) as applicable, by written notice to a selling Holder, may direct such selling Holder to suspend sales of the Registrable Securities pursuant to such Shelf Registration Statementregistration statement, in each case for such times as set forth below the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of sixty (60) days in any rolling 12-month period commencing on the date of this Agreement with respect to all suspensions or delays pursuant to this Section 3(f)) if any of the following events shall occur: (A) the board of directors of the Company determines in good faith after consultation with outside counsel that such action is required by applicable law; (B) the board of directors of the Company determines in good faith after consultation with outside counsel that the filing or use of such Shelf Registration Statement the registration statement or amendment thereto would require the Company to disclose material information, including, without limitation, the fact that the Company is engaged in confidential negotiations regarding, or is in the process of completing, any significant business transaction, the disclosure of which would not be required in the absence of such Shelf Registration Statement; registration statement, and the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or (C) the Company has commenced, or has a bona fide intention to commence, a public or Rule 144A securities offering transaction; (D) such Registration, of the Registrable Securities would, in the judgment of the Company, impede, delay or otherwise interfere with any pending or contemplated material acquisition, reorganization or similar material transaction; or (E) the Holders of a majority of the Registrable Securities covered or to be covered by such Shelf Registration Statement registration statement consent in writing to such delay or suspension, provided, however, that other than with respect to (E) above. Upon the occurrence of any such delay or suspension, the Company may not delay, withhold or suspend a shall use its reasonable best efforts to cause the registration statement for to become effective, to promptly amend or supplement the registration statement on a post-effective basis or to take such reasons for more than ninety (90) days in action as is necessary to permit resumed use of the aggregate during any period of twelve (12) consecutive monthsregistration statement as soon as possible. (ii) In the case of an event specified in Section 3(c)(i3(f)(i) that causes the Company to delay, withhold or suspend the use of a Shelf Registration Statement registration statement (a “"Suspension Event”"), the Company shall give written notice (a “"Suspension Notice”") to the selling Holders to delay, withhold or suspend sales of the Registrable Securities and such notice shall state the basis for the notice (without disclosing any material non-public information)) and certify, by an officer of the Company, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate the delay, withholding or suspension of the use of the registration statement as promptly as possible. The selling Holders shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement registration statement (or such filings) at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The selling Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement registration statement (or such filings) following further notice to such effect (an “"End of Suspension Notice”") from the Company, which End of Suspension Notice shall be given by the Company to the selling Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 3(c3(f) with respect to any Shelf Registration Statementregistration statement, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement registration statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of a Suspension Notice to and including the date when selling Holders shall have received an End of Suspension Notice and copies of the supplemented or amended prospectus Prospectus necessary to resume sales, with respect to each Suspension Event; provided, however, that such period of time shall not be extended beyond the date that Registrable Securities covered by such Shelf Registration Statement registration statement cease to be Registrable Securities (iv) If the Company so delays or withholds with respect to a registration statement pursuant to Section 3(f)(i), the Initiating Holders or demanding Investor, as the case may be, will have the right to withdraw the request for Registration (and the Holders who have requested that their Registrable Securities be included in such Registration may withdraw such Registrable Securities from such Registration) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the notice delivered to the Holders. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities hereunder, and, to the extent applicable, such withdrawn registration shall not be counted as a Demand Registration hereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn.