Common use of Blackout Period Clause in Contracts

Blackout Period. (a) The Company’s obligations pursuant to Section 3.01, Section 3.02 and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (2) if compliance with such obligations would (a) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (b) require the Company to disclose a financing, acquisition, disposition or other corporate development, and the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, that such disclosure is not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain 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, (d) otherwise require premature disclosure of information the disclosure of which, the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for the Company; provided that (i) any and all such suspensions pursuant to clause (1) will not exceed 120 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Period”). The Company will promptly give Stockholder written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify Stockholder upon the termination of any Deferral Period. Upon receipt of any notice from the Company of any Deferral Period, Stockholder shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto until Stockholder receives copies of the supplemented or amended prospectus contemplated hereby or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company all copies, other than permanent file copies, then in Stockholder’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities.

Blackout Period. (a) The Notwithstanding anything to the contrary contained in this Agreement, the Company may delay the filing or effectiveness of a Registration Statement or require the Holder to suspend the use of the prospectus for sale of Registrable Securities under an effective Registration Statement if the Company Board reasonably determines in good faith that the registration and distribution of Registrable Securities would materially interfere with the Company’s obligations ability to effect a pending material financing, merger, acquisition, consolidation, recapitalization, corporate reorganization or any other material corporate development involving the Company or any of its Subsidiaries or would require premature disclosure thereof or of other material non-public information that would be detrimental to the Company, including a primary offering by the Company or a secondary offering with respect to SAP Securities contemplated to occur within 45 days of the receipt of a Request pursuant to Section 3.01, 3.1 (in which case such Holder shall have the rights afforded to it (if any) under Section 3.02 and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages3.2) (1) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (2) if compliance with such obligations would (a) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (b) require the Company to disclose a financing, acquisition, disposition or other corporate development, and the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, that such disclosure is not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain 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, (d) otherwise require premature disclosure of information the disclosure of which, the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for the Company; provided that (i) any and all such suspensions pursuant to clause (1) will not exceed 120 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Blackout Period”). The Company will shall (a) promptly give Stockholder SAP or Silver Lake, as applicable, written notice of any such suspension containing determination, (b) if requested by SAP or Silver Lake, as applicable, and to the approximate length extent such action would not violate applicable law, promptly deliver to SAP or Silver Lake, as applicable, a general statement of the reasons for such postponement or restriction on use and to the extent practicable an approximation of the anticipated delay, and (c) promptly give SAP or Silver Lake, as applicable, written notice at the conclusion of such Blackout Period. Notwithstanding the foregoing, (i) the Company will notify Stockholder upon not invoke more than two Blackout Periods in any 12 month period and any Blackout Period shall not be in excess of 45 days and (ii) in the termination event that a Holder exercises a demand right pursuant to Section 3.1 and the related offering is expected to, or may, occur during a quarterly earnings blackout period of any Deferral Period. Upon receipt of any notice from the Company (such blackout periods determined in accordance with such policy as the Company shall generally maintain and communicate to Holders from time to time), the Company and such Holder shall act reasonably and work cooperatively in view of any Deferral Periodsuch quarterly earnings blackout period. For the avoidance of doubt, Stockholder shall forthwith discontinue disposition of (i) the Registrable Securities pursuant to the Registration Statement relating thereto until Stockholder receives copies of the supplemented or amended prospectus contemplated hereby or until it is advised in writing Parties agree that an election by the Company that a registration statement for the use registration and distribution of Registrable Securities shall not be usable, or shall be delayed, during a Blackout Period shall not act to reduce the prospectus may be resumed and has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver period during which such registration statement shall remain effective pursuant to the terms of this ARTICLE III and (ii) any Blackout Period shall apply equally to each Holder and the Company all copies, shall not impose a Blackout Period with respect to any one Holder without imposing the same such Blackout Period to any other than permanent file copies, then in Stockholder’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesHolders.

Blackout Period. (a) The Company’s obligations pursuant Notwithstanding anything to Section 3.01the contrary contained in this Agreement, Section 3.02 the Company may delay the filing and Section 3.03 hereof will be suspended (including effectiveness of the Shelf Registration Statement and any obligation to pay Liquidated Damages) (1) upon other shelf registration statement, suspend the receipt use of comments from the SEC on any document incorporated by reference in the such Shelf Registration Statement or (2) any other shelf registration statement, or delay a Marketed Underwritten Shelf Offering or Non-Marketed Underwritten Shelf Offering if compliance with such obligations would (a) violate applicable Law or otherwise prevent the Board of Directors of the Company from complying with applicable Lawdetermines in good faith that (x) such filing, effectiveness or use of such Shelf Registration Statement or other shelf (b) require Notwithstanding anything herein to the contrary, the Tencent Investor shall not be permitted to exercise its rights under Section 1.2 if at the time of receipt by the Company to disclose of a financing, acquisition, disposition or other corporate development, and the chief executive officer of Take-Down Notice the Company has determined, determines in the good faith exercise of his reasonable business judgment, that such disclosure a secondary offering by any Demand Shareholder is not in the best interests of the Company, (c) require the Company reasonably contemplated to make changes in the Registration Statement in order that the Registration Statement not contain 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, (d) otherwise require premature disclosure of information the disclosure of which, the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for the Company; provided that occur within (i) any and all 45 days of such suspensions pursuant receipt, to clause the extent the Demand Shareholders have not consummated a secondary offering resulting in proceeds in excess of $100 million (1“Secondary Offering”) will not exceed 120 days in the aggregate in any 12-month period and or (ii) any and all 30 days of such suspensions pursuant to clause receipt if such Secondary Offering has occurred (2)(b), 2(c), 2(dsuch period in clauses (i) or 2(e(ii) will not exceed 120 days in from the aggregate in any 12date of receipt of such Take-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such periodDown Notice, a “Deferral Demand Block Period”). The Company will shall (a) promptly give Stockholder the Tencent Investor written notice of any such suspension containing determination and (b) promptly give the approximate length Tencent Investor written notice at the conclusion of the anticipated delayDemand Block Period. Notwithstanding the foregoing, and the Company will notify Stockholder upon the termination shall not invoke more than three Demand Block Periods during any fiscal year of any Deferral Period. Upon receipt of any notice from the Company and any Demand Block Period shall not be in excess of any Deferral Period, Stockholder shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto until Stockholder receives copies of the supplemented 45 days if a Secondary Offering has not occurred or amended prospectus contemplated hereby or until it is advised in writing by the Company that the use of the prospectus may be resumed and 30 days if a Secondary Offering has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company all copies, other than permanent file copies, then in Stockholder’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securitiesoccurred. 1.

Blackout Period. (a) The Company’s obligations pursuant of the Company to take the actions contemplated by Section 3.012.01, Section 3.02 2.02 and Section 3.03 2.04 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (2) if compliance with such obligations would (aA) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (bB) require the Company to disclose a financing, acquisition, disposition or other transaction or corporate developmentdevelopment (other than the contemplated offering), and the chief executive officer of the Company Board has determined, in the good faith exercise of his its reasonable business judgment, that such disclosure is not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain 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, (dC) otherwise require premature disclosure of information the disclosure of which, the chief executive officer of the Company Board has determined, in the good faith exercise of his its reasonable business judgment, is not in the best interests of the Company, or (eD) otherwise represent an undue hardship for the Company; provided provided, however, that (i) any and all such suspensions pursuant to clause (1) this Section 2.06 will not exceed 120 45 consecutive days or a total of 90 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any period during which such periodobligations are suspended, a “Deferral Period”). The Company will promptly give Stockholder the Investors written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify Stockholder the Investors upon the termination of any Deferral PeriodPeriod (which notices shall not contain material non-public information and which notices shall not be subject to any duty of confidentiality). Upon receipt of any notice from the Company of any Deferral Period, Stockholder an Investor shall forthwith promptly discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto (which it is agreed does not include (or restrict) any disposition pursuant to Rule 144) until Stockholder the Investor receives copies of the supplemented or amended prospectus contemplated hereby or until it is they are advised in writing by the Company that the use of the prospectus may be resumed and has have received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, Stockholder the Investor will, and will request the lead Underwriter or Underwriters, if any, toat the election of the lead Underwriter or Underwriters, to destroy or deliver to the Company all copies, other than permanent file copies, then in Stockholderthe Investor’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securities. (b) The Company shall use its commercially reasonable efforts to update the Registration Statement on each date on which it shall be necessary to do so to cause the Registration Statement to contain any financial statements the Registration Statement is required to retain.

Blackout Period. (a) The Company’s obligations pursuant Notwithstanding anything else in this Section 36.3, if, at any time during which a Prospectus is required to Section 3.01be delivered in connection with the sale of any Conversion Shares, Section 3.02 and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon Sun determines in good faith that a development has occurred or a condition exists as a result of which the receipt of comments from the SEC on any document incorporated by reference in the Required Registration Statement or (2) if compliance with Prospectus contains a material misstatement or omission, or that a material transaction in which Sun is engaged or proposes to engage would require an amendment to the Required Registration Statement, a supplement to such obligations would (a) violate applicable Law Prospectus, or otherwise prevent a filing under the Company from complying with applicable Law, (b) require the Company to disclose a financing, acquisition, disposition Exchange Act or other corporate development, and the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, that such disclosure is not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain 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, (d) otherwise require premature public disclosure of material information and the disclosure of which, such transaction would be materially detrimental to the chief executive officer consummation of the Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Companytransaction, or (e) otherwise represent an undue hardship for if the Company; provided that (i) any Required Registration Statement is filed on a Form S-1 Registration Statement and all such suspensions pursuant to clause (1) a post-effective amendment thereto becomes necessary, Sun will not exceed 120 days immediately notify Lessor thereof by telephone and in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Period”). The Company will promptly give Stockholder written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify Stockholder upon the termination of any Deferral Periodwriting. Upon receipt of any notice from the Company such notification, Lessor and its affiliates will immediately suspend all offers and sales of any Deferral PeriodConversion Shares pursuant to such Required Registration Statement. In such event, Stockholder shall forthwith discontinue disposition Sun will amend or supplement such Required Registration Statement and Prospectus or make such filings or public disclosures as promptly as practicable and will use commercially reasonable efforts to take such other steps as may be required to permit sales of all Conversion Shares thereunder by Lessor in accordance with applicable federal and state securities laws. Sun will promptly notify Lessor after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the Registrable Securities Required Registration Statement and Prospectus (as so amended or supplemented, if applicable) to Lessor in accordance with this Section 36.3. Notwithstanding the foregoing, (A) under no circumstances shall Sun be entitled to exercise its right to suspend sales of any Conversion Shares as provided in this Section 36.3.6, pursuant to the Required Registration Statement, for more than a total of sixty days in any twelve (12)-month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) days (which need not be consecutive and provided that if the Required Registration Statement relating thereto until Stockholder receives copies is filed on a Form S-1 Registration Statement, such thirty (30) day period shall be extended one day for each day the Required Registration Statement is ineffective due solely to the requirement that a post-effective amendment of the supplemented or amended prospectus contemplated hereby or until it is advised in writing by Required Registration Statement which has been filed has not become effective), and (C) no Blackout Period may commence less than thirty (30) days after the Company that the use end of the prospectus may be resumed and has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company all copies, other than permanent file copies, then in Stockholder’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securitiespreceding Blackout Period.

Blackout Period. (ai) The Company’s obligations pursuant Subject to the provisions of this Section 3.01, Section 3.02 2(c) and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon a good faith determination by a majority of the receipt independent members of comments from the SEC on any document incorporated by reference in the Registration Statement or (2) if compliance with such obligations would (a) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (b) require the Company to disclose a financing, acquisition, disposition or other corporate development, and the chief executive officer Board of Directors of the Company has determined, in the good faith exercise of his reasonable business judgment, that such disclosure it is not in the best interests of the Company to suspend the use of the Registration Statement, following the effectiveness of a Registration Statement (and the filings with any foreign, federal or state securities commissions), the Company, by written notice to managing underwriter (cif any) require and the Participating Covered Holders, may direct the Participating Covered Holders to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to make changes in the Registration Statement would have a material adverse effect on the Company’s primary offering; (2) the majority of the independent members of the Board of Directors of the Company shall have determined in order good faith that (A) either (I) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (II) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not contain an untrue statement of a material fact or omit to state a material fact otherwise required to be stated therein disclosed under applicable law, and (B) (x) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or necessary information, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to make consummate the statements thereinproposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in light each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the circumstances under which they were made, not misleading, (d) otherwise require premature disclosure independent members of information the disclosure Board of which, the chief executive officer Directors of the Company has determinedshall have determined in good faith, in after the good faith exercise advice of his reasonable business judgmentcounsel, that the Company is not required by law, rule or regulation or that it is in the best interests of the CompanyCompany to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (eC) otherwise represent an undue hardship for including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the use of the Registration Statement has been suspended in accordance with this Section 2(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use all reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company; provided that (i) any and all such suspensions pursuant ’s best interests, as applicable, so as to clause (1) will not exceed 120 days in permit the aggregate in any 12-month period and Participating Covered Holders to resume sales of the Registrable Securities as soon as possible. (ii) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the managing underwriter (if any) and the Participating Covered Holders to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 2(c)(i)) and that the Company is using all reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. Such Participating Covered Holders shall not effect any and all such suspensions sales of their Registrable Securities pursuant to clause such Registration Statement (2)(b), 2(c), 2(dor such filings) or 2(e) will not exceed 120 days in the aggregate in at any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, time after they have received a “Deferral Period”). The Company will promptly give Stockholder written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify Stockholder upon the termination of any Deferral Period. Upon receipt of any notice Suspension Notice from the Company and prior to receipt of any Deferral Periodan End of Suspension Notice (as defined below). If so directed by the Company, Stockholder such Participating Covered Holders shall forthwith discontinue disposition deliver to the Company (at the expense of the Company) or destroy, all copies (other than permanent file copies) then in such Participating Covered Holders’ possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. Such Participating Covered Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement relating thereto until Stockholder receives (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 such Participating Covered Holders and the managing underwriter 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 2(c), the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by such Participating Covered Holders of the Suspension Notice to and including the date of receipt by such Participating Covered Holders of the End of Suspension Notice and copies of the supplemented or amended prospectus contemplated hereby or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver Prospectus necessary to the Company all copies, other than permanent file copies, then in Stockholder’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securitiesresume sales.

Blackout Period. (a) The Company’s obligations pursuant to Section 3.01, Section 3.02 and Section 3.03 hereof will be suspended (including Company may postpone the filing or effectiveness of any obligation to pay Liquidated Damages) (1) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement (2and in each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if compliance with such obligations would (a) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (b) require the Company to disclose a financing, acquisition, disposition or other corporate development, and the chief executive officer board of directors of the Company has determineddetermines in good faith that such registration or the sale by the Buyers of Registrable Securities under such Registration Statement at such time (i) would adversely affect a pending or proposed significant corporate event, proposed financing or negotiations, proposed offering of Common Stock by the Company on its behalf or pursuant to the Registration Rights Agreement dated September 3, 2013 between the Company and stockholders specified in such agreement, the Registration Rights Agreement dated November 15, 2016 between the Company and stockholders specified in such agreement, or the Registration Rights Agreement dated February 26, 2021 between the Company and stockholders specified in such agreement, or discussions or pending proposals with respect thereto or (ii) would require the disclosure of material non-public information the disclosure of which at such time would, in the good faith exercise judgment of his reasonable business judgment, that such disclosure is not in the best interests board of directors of the Company, (c) require be materially adverse to the Company to make changes in the Registration Statement in order that the Registration Statement not contain 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, (d) otherwise require premature disclosure of information the disclosure of which, the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any and all such suspensions pursuant to clause of the pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect thereto; (1B) will not exceed 120 days in the aggregate in any 12-month period and case of clause (ii) any and all such suspensions pursuant above, until the earlier to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Period”). The Company will promptly give Stockholder written notice of any such suspension containing the approximate length occur of the anticipated delay, and the Company will notify Stockholder upon the termination of any Deferral Period. Upon receipt of any notice from filing by the Company of any Deferral Period, Stockholder shall forthwith discontinue disposition of its next succeeding Form 10-K or Form 10-Q or the Registrable Securities pursuant to the Registration Statement relating thereto until Stockholder receives copies of the supplemented or amended prospectus contemplated hereby or until it date upon which such information is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed otherwise publicly disclosed by the Company; or (C) in any event, Stockholder willin the case of either clause (i) or (ii) above, and will request for more than 90 days after the lead Underwriter date of the determination of the board of directors of the Company; provided further that the Company may not postpone the filing or Underwriters, if any, to, deliver effectiveness of a Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an aggregate of 90 days in any 365-day period. In addition to the foregoing, the Company all copies, other than permanent file copies, then shall have the right to suspend the Buyers’ ability to use a Prospectus in Stockholderconnection with sales off of a Registration Statement during each of its regular quarterly blackout periods applicable to directors and senior officers under the Company’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable Securitiespolicies in existence from time to time.

Blackout Period. (a) The Notwithstanding anything to the contrary contained in this Agreement, the Company may delay the filing or effectiveness of a Registration Statement or require the Holder to suspend the use of the prospectus for sale of Registrable Securities under an effective Registration Statement if the Company Board reasonably determines in good faith that the registration and distribution of Registrable Securities would materially interfere with the Company’s obligations ability to effect a pending material financing, merger, acquisition, consolidation, recapitalization, corporate reorganization or any other material corporate development involving the Company or any of its Subsidiaries or would require premature disclosure thereof or of other material non-public information that would be detrimental to the Company, including a primary offering by the Company or a secondary offering with respect to SAP Securities contemplated to occur within 45 days of the receipt of a Request pursuant to Section 3.01, 3.1 (in which case such Holder shall have the rights afforded to it (if any) under Section 3.02 and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages3.2) (1) upon the receipt of comments from the SEC on any document incorporated by reference in the Registration Statement or (2) if compliance with such obligations would (a) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (b) require the Company to disclose a financing, acquisition, disposition or other corporate development, and the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, that such disclosure is not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain 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, (d) otherwise require premature disclosure of information the disclosure of which, the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for the Company; provided that (i) any and all such suspensions pursuant to clause (1) will not exceed 120 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Blackout Period”). The Company will shall (a) promptly give Stockholder SAP or Silver Lake, as applicable, written notice of any such suspension containing determination, (b) if requested by SAP or Silver Lake, as applicable, and to the approximate length extent such action would not violate applicable law, promptly deliver to SAP or Silver Lake, as applicable, a general statement of the reasons for such postponement or restriction on use and to the extent practicable an approximation of the anticipated delay, and (c) promptly give SAP or Silver Lake, as applicable, written notice at the conclusion of such Blackout Period. Notwithstanding the foregoing, (i) the Company will notify Stockholder upon not invoke more than two Blackout Periods in any 12 month period and any Blackout Period shall not be in excess of 45 days and (ii) in the termination event that a Holder exercises a demand right pursuant to Section 3.1 and the related offering is expected to, or may, occur during a quarterly earnings blackout period of any Deferral Period. Upon receipt of any notice from the Company (such blackout periods determined in accordance with such policy as the Company shall generally maintain and communicate to Holders from time to time), the Company and such Holder shall act reasonably and work cooperatively in view of any Deferral Periodsuch quarterly earnings blackout period. For the avoidance of 16 doubt, Stockholder shall forthwith discontinue disposition of (i) the Registrable Securities pursuant to the Registration Statement relating thereto until Stockholder receives copies of the supplemented or amended prospectus contemplated hereby or until it is advised in writing Parties agree that an election by the Company that a registration statement for the use registration and distribution of Registrable Securities shall not be usable, or shall be delayed, during a Blackout Period shall not act to reduce the prospectus may be resumed and has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver period during which such registration statement shall remain effective pursuant to the terms of this ARTICLE III and (ii) any Blackout Period shall apply equally to each Holder and the Company all copies, shall not impose a Blackout Period with respect to any one Holder without imposing the same such Blackout Period to any other than permanent file copies, then in Stockholder’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesHolders.

Blackout Period. (a) The Company’s obligations pursuant to Notwithstanding anything in Section 3.01, Section 3.02 or Section 3.06 to the contrary, the Company shall be entitled to elect that a registration statement not be usable, or that the filing or effectiveness thereof be delayed beyond the time otherwise required, for a reasonable period of time (a “Blackout Period”), if the Company reasonably determines in good faith that the registration and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damages) (1) upon the receipt distribution of comments from the SEC on any document incorporated by reference in the Registration Statement or (2) if compliance with such obligations Registrable Securities would (a) violate applicable Law interfere with any pending material financing, merger, acquisition, consolidation, recapitalization, corporate reorganization or otherwise prevent any other material corporate development involving the Company from complying with applicable Law, or any of its Subsidiaries or (b) require the Company to disclose a financing, acquisition, disposition or other corporate development, and the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, that such disclosure is not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain 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, (d) otherwise would require premature disclosure thereof or of other material non-public information that would be detrimental to the disclosure Company and in each case the Company promptly gives the Holders of whichRegistrable Securities written notice of such determination, and if requested by Holders and to the extent such action would not violate applicable law, the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for the Company; provided that (i) any and all such suspensions pursuant to clause (1) will not exceed 120 days in the aggregate in any 12-month period and (ii) any and all such suspensions pursuant to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Period”). The Company will promptly give Stockholder written notice deliver to the Holders a general statement of any the reasons for such suspension containing postponement or restriction on use and to the approximate length extent practicable an approximation of the anticipated delay, and promptly gives the Holders of Registrable Securities written notice at the conclusion of such Blackout Period, provided, however, that the Company will notify Stockholder upon shall not invoke more than two (2) Blackout Periods in any twelve (12) month period and such Blackout Periods, in the termination aggregate, shall not be in excess of one hundred eighty (180) days in any twelve (12) month period. For the avoidance of doubt, the Parties agree that in the event of any Deferral Period. Upon receipt of any notice from the Company of any Deferral Blackout Period, Stockholder the period during which such registration statement shall forthwith discontinue disposition of the Registrable Securities remain effective pursuant to the Registration Statement relating thereto until Stockholder receives copies terms of the supplemented or amended prospectus contemplated hereby or until it is advised in writing this Agreement shall be correspondingly extended by the Company that the use length of the prospectus may be resumed and has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company all copies, other than permanent file copies, then in Stockholder’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesBlackout Period.

Blackout Period. (a) The Company’s obligations Notwithstanding anything contained in Section 2.1 to the contrary, if (i) at any time during which Holders may request a registration pursuant to Section 3.012.1, Section 3.02 the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and Section 3.03 hereof will be suspended (including any obligation to pay Liquidated Damagesii) with reasonable prior notice (1A) upon the receipt of comments from the SEC on any document incorporated by reference Company (in the Registration Statement or (2case of an offering that is not an Underwritten Offering) if compliance with such obligations would (a) violate applicable Law or otherwise prevent advises the Company from complying with applicable Law, (b) require Holders that the Company to disclose a financing, acquisition, disposition or other corporate development, and the chief executive officer Board of Directors of the Company has determined, in the good faith exercise of his its reasonable business judgment, that a sale or distribution of Registrable Securities would adversely affect such disclosure is offering or (B) the managing underwriter, if any, advises the Company in writing (in which case the Company will notify the Holders) that a sale or distribution of Registrable Securities would adversely affect such offering, then the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to Section 2.1 beginning the 30 days prior to the date the Company in good faith estimates will be the best interests date of the Companyfiling of, and ending on the date which is 90 days following the effective date of, such registration statement. (cb) require Notwithstanding anything contained in Section 2.1 to the Company to make changes in contrary, if the Registration Statement in order that the Registration Statement not contain an untrue statement Board 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, (d) otherwise require premature disclosure of information the disclosure of which, the chief executive officer Directors of the Company has determineddetermines, in the good faith exercise of his its reasonable business judgment, is not in that the best interests registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, the Company will promptly give the Holders written notice of such determination and will be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement for a reasonable period of time not to exceed 90 days. (ec) otherwise represent an undue hardship for Notwithstanding anything contained in this Section 2.2 to the Company; provided that (i) contrary, there will be no more than two Blackout Periods during any and all such suspensions pursuant to clause (1) will not exceed 120 days in the aggregate in any consecutive 12-month period and (ii) any and all such suspensions during the time in which Holders may request a registration pursuant to clause (2)(b), 2(c), 2(d) or 2(e) will not exceed 120 days in the aggregate in any 12-month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days (any such period, a “Deferral Period”). The Company will promptly give Stockholder written notice of any such suspension containing the approximate length of the anticipated delay, and the Company will notify Stockholder upon the termination of any Deferral Period. Upon receipt of any notice from the Company of any Deferral Period, Stockholder shall forthwith discontinue disposition of the Registrable Securities pursuant to the Registration Statement relating thereto until Stockholder receives copies of the supplemented or amended prospectus contemplated hereby or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, and, if so directed by the Company, Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company all copies, other than permanent file copies, then in Stockholder’s or such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesSection 2.1.

Blackout Period. Notwithstanding any other provision of this Section 1, the Company shall have the right but not the obligation to defer the filing of (abut not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration, including in connection with the Re-IPO or Demand Re-IPO, as applicable, (whether prior to or after receipt by the Company of an Underwritten Offering Request or Demand Request) The if the Company’s obligations pursuant to Section 3.01, Section 3.02 and Section 3.03 hereof will be suspended Board of Directors determines in its reasonable good faith judgment (including any obligation to pay Liquidated Damageswith the advice of competent counsel expert in such matters) (1i) upon the receipt of comments from the SEC on that any document incorporated by reference in the Registration Statement such registration or (2) if compliance with such obligations offering would (a) violate applicable Law or otherwise prevent the Company from complying with applicable Law, (b) require the Company to disclose a financingdisclosure, acquisitionunder applicable securities laws and/or other laws, disposition or other corporate development, and the chief executive officer of the Company has determined, in the good faith exercise of his reasonable business judgment, material nonpublic information that such disclosure is would not in the best interests of the Company, (c) require the Company to make changes in the Registration Statement in order that the Registration Statement not contain an untrue statement of a material fact or omit to state a material fact otherwise be required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (d) otherwise require premature disclosure of information the disclosure of which, the chief executive officer of disclosed at that time and the Company has determined, believes in the good faith exercise of his reasonable business judgment, is not in the best interests of the Company, or (e) otherwise represent an undue hardship for that such disclosures at that time would be materially adverse to the Company; provided that the exception in clause (i) any shall continue to apply only during the time in which such material nonpublic information has not been disclosed and all such suspensions pursuant to clause (1) will not exceed 120 days in the aggregate in any 12-month period and remains material; or (ii) that the offer or sale of Registrable Securities would, or would reasonably be expected to, materially impede, delay or interfere with any and all such suspensions pursuant significant financing, significant acquisition, corporate reorganization or other significant transaction then pending or proposed to clause be taken by the Company or any of its subsidiaries (2)(bor any negotiations, discussions or pending proposals pending thereto); provided that, 2(c), 2(dthe period of any delay or suspension under exceptions (i) or 2(eand/or (ii) will shall not exceed 120 a period of forty-five (45) days each, extendable by the Company’s Board of Directors up to a total of ninety (90) days, and any such delays or extensions shall not in the aggregate exceed (x) two (2) in number or ninety (90) days, in each case in any consecutive twelve (12-) month period; provided that any suspensions attributable to clause 2(e) will not extend beyond 90 days period (any such period, a “Deferral Blackout Period”, and any event triggering any such delay or suspension, a “Blackout Event”); provided, however, that in such event, the majority of requesting Holders will be entitled to withdraw any request for a Demand Registration or an Underwritten Offering and, if such request is withdrawn, such Demand Registration or Underwritten Offering will not count as a Demand Registration or an Underwritten Offering and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Blackout Period and of the expiration of the relevant Blackout Period (a “Blackout Notice”). If the filing of any Demand Registration is suspended or an Underwritten Offering is delayed pursuant to this Section 1(e), once the Blackout Period ends, the Threshold Backstop Parties may request a new Demand Registration or a new Underwritten Offering (and such request shall not be counted as an additional Underwritten Offering or Demand Registration for purposes of either Section 1(a)(vi) or Section 1(b)(i)). The Company will promptly give Stockholder written notice of shall not include any material non-public information in the Blackout Notice and/or otherwise provide such suspension containing the approximate length of the anticipated delay, and the Company will notify Stockholder upon the termination of information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any Deferral Period. Upon receipt of any notice from the Company of any Deferral Period, Stockholder shall forthwith discontinue disposition sales of the Registrable Securities pursuant to the a Registration Statement relating thereto until Stockholder receives at any time after it has received a Blackout Notice and prior to receipt of an End of Blackout Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Blackout Notice”), which End of Blackout Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Blackout Event. Notwithstanding any provision herein to the contrary, if the Company gives a Blackout Notice with respect to any Registration Statement pursuant to this Section 1(e), the Company agrees that it shall (i) extend the period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Blackout Notice to and including the date of receipt by the Holders of the End of Blackout Notice; and (ii) promptly provide copies of the any supplemented or amended prospectus contemplated hereby or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemented filings that are incorporated by reference in the prospectus, andnecessary to resume sales, if so directed requested by any Holder; provided that such period of time shall not be extended beyond the Company, Stockholder will, and will request the lead Underwriter or Underwriters, if any, to, deliver to the Company all copies, other than permanent file copies, then in Stockholder’s or date that there are no longer Registrable Securities covered by such Underwriter’s or Underwriters’ possession of the current prospectus covering such Registrable SecuritiesRegistration Statement.