Common use of Delay and Suspension Rights Clause in Contracts

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (i) delay effecting a Shelf Underwritten Offering or (ii) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Holder shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 consecutive days, if the Board determines (A) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending financing or other transaction involving the Company, (B) that such registration or offering would render the Company unable to comply with applicable securities laws or (C) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 days in any 180-day period or exceed an aggregate of 90 days in any 12-month period; provided, further, that the number of days that the Company may so delay or suspend in accordance with this Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date shall be reduced by the number of days after the Required Shelf Filing Date that the Shelf Registration Statement is declared or otherwise becomes effective.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (ia) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (iib) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Holder shall immediately discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 consecutive 60 days, if the Board Company determines (Ai) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending financing transaction involving the Company (including a pending securities offering by the Company, or any proposed financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company), (Bii) that such registration or offering would render the Company unable to comply with applicable securities laws or (C) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 120 days in any 180-day period or exceed an aggregate of 90 days in any 12twelve-month period; provided, further, that the number of days that the Company may so delay or suspend in accordance with this Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date shall be reduced by the number of days after the Required Shelf Filing Date that the Shelf Registration Statement is declared or otherwise becomes effective.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (ia) delay filing or initial effectiveness of the Shelf Registration Statement or any amendment thereto (without regard to the Required Shelf Filing Date) (b) delay effecting a Shelf Underwritten Offering or (iic) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Holder shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 sixty (60) consecutive days, if the Board determines (Ai) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending financing or other transaction involving the Company and that the disclosure of such pending financing or other transaction in any such prospectus would materially and adversely affect the Company’s ability to consummate such pending financing or other transaction, (Bii) that such registration or offering would render the Company unable to comply with applicable securities laws or (Ciii) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 ninety (90) days in any 180-day period or exceed an aggregate of 90 one hundred twenty (120) days in any 12-month period; provided, further, that (1) the number of days that the Company may so delay or suspend in accordance with this Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date shall be reduced by the number of days after the Required Shelf Filing Date that the Shelf Registration Statement is declared or otherwise becomes effective, and (2) the number of days that the Company may so delay or suspend in accordance with this Section 2.3 in any 180-day period or 12-month period shall be reduced by the number of days in such period during which the Holders were obligated to discontinue their disposition of Registrable Securities pursuant to Section 2.6(b).

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (ia) delay filing or effectiveness of a Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (iib) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Holder shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 consecutive days(i) 60 days if such period begins on or before the date that is six months after the date hereof or (ii) 90 days if such period begins after the date that is six months after the date hereof, in each case if the Board determines determines, in good faith, that (Aw) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending financing or other transaction involving the Company, including a proposed sale of shares of Company Common Stock by the Company for its own account, (Bx) that such registration or offering would render the Company unable to comply with applicable securities laws or laws, (Cy) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential would otherwise not have to disclose at such time or (z) such registration or offering would be materially detrimental to the Company (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 days the Company may not exercise its delay and suspension rights under this Section 2.03 more than (i) once prior to the date that is six months after the date hereof or (ii) twice in any 180-day period or exceed an aggregate of 90 days in any 12-twelve consecutive month period; provided, further, that . For the purposes of calculating the number of days that the Company may so delay of one or suspend in accordance with more Suspension Periods under this Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date 2.03, such number shall be reduced by the include any number of days after during the Required Shelf Filing Date that applicable period during which the Shelf Registration Statement is declared or otherwise becomes effectiveHolders were obligated to discontinue their disposition of Registrable Securities pursuant to Section 2.06(b) of this Agreement.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (ia) delay effecting a Shelf Underwritten Offering or (iib) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Holder shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 sixty (60) consecutive days, if the Board determines (Ai) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending financing or other transaction involving the Company, (Bii) that such registration or offering would render the Company unable to comply with applicable securities laws or (Ciii) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 ninety (90) days in any 180-day period or exceed an aggregate of 90 one hundred twenty (120) days in any 12-month period; provided, further, that (1) the number of days that the Company may so delay or suspend in accordance with this Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date shall be reduced by the number of days after the Required Shelf Filing Date that the Shelf Registration Statement is declared or otherwise becomes effective, and (2) the number of days that the Company may so delay or suspend in accordance with this Section 2.3 in any 180-day period or 12-month period shall be reduced by the number of days in such period during which the Holders were obligated to discontinue their disposition of Registrable Securities pursuant to Section 2.6(b).

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (ia) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto), or effecting a an Underwritten Shelf Underwritten Offering Takedown or (iib) suspend the Holders’ use of any prospectus that is a part of a the Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such the Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (), in which event such Holder shall discontinue sales of Registrable Securities pursuant to such the Shelf Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 consecutive days(a) 60 days if such period begins on or before [____]6 or (b) 90 days thereafter, in each case if the Board determines determines, in good faith, that (Ai) that such delay or suspension is in the best interest of the Company and its stockholders shareholders generally due to a pending financing or other transaction involving the Company, including a proposed sale of shares of Common Stock by the Company for its own account, (Bii) that such registration or offering would render the Company unable to comply with applicable securities laws laws, or (Ciii) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential would otherwise not have to disclose at such time (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 days the Company exercise its delay and suspension rights under this Section 4.1 more than (a) once before [ ]7 or (b) twice in any 180-day period or exceed an aggregate of 90 days in any 12-12 consecutive month period; provided, further, that . For the purposes of calculating the number of days that the Company may so delay of one or suspend in accordance with more Suspension Periods under this Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date 4.1, such number shall be reduced by the include any number of days after during the Required Shelf Filing Date that applicable period during which the Shelf Registration Statement is declared or otherwise becomes effectiveHolders were obligated to discontinue their disposition of Registrable Securities pursuant to Section 5.1(c).

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (ia) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (iib) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Holder shall immediately discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 consecutive 60 days, if the Board Company determines (Ai) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending financing transaction involving the Company (including a pending securities offering by the Company, or any proposed financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company), (Bii) that such registration or offering would render the Company unable to comply with applicable securities laws or (C) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 120 days in any 180-day period or exceed an aggregate of 90 days in any 12twelve-month period; provided, further, that the number of days that the Company may so delay or suspend in accordance with this . Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date shall be reduced by the number of days after the Required Shelf Filing Date that the Shelf Registration Statement is declared or otherwise becomes effective.2.04

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (ia) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (iib) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Holder shall immediately discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 consecutive 60 days, if the Board Company determines (Ai) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending financing transaction involving the Company (including a pending securities offering by the Company, or any proposed financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company), (Bii) that such registration or offering would render the Company unable to comply with applicable securities laws or (Ciii) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 120 days in any 180-day period or exceed an aggregate of 90 days in any 12twelve-month period; provided, further, that the number of days that the Company may so delay or suspend in accordance with this Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date shall be reduced by the number of days after the Required Shelf Filing Date that the Shelf Registration Statement is declared or otherwise becomes effective.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (i) delay effecting filing or effectiveness of a Shelf Underwritten Offering Registration Statement (or any amendment thereto), other than the filing or effectiveness of the Shelf Registration Statement required to be filed by the Required Shelf Filing Date pursuant to Section 2.1(a), or (ii) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Holder the Holders shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 60 consecutive days, if the Board determines (A) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending financing or other transaction involving the Company, including a proposed sale of Common Stock pursuant to a Registration Statement, in each case, that would be materially and adversely affected by required disclosure of such transaction in such prospectus, (B) that such registration or offering would render the Company unable to comply with applicable securities laws Laws or (C) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 days in any 180-day period or exceed an aggregate of 90 120 days in any 12-month period; provided, further, that the number of days that the Company may so delay or suspend in accordance with this Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date shall be reduced by the number of days after the Required Shelf Filing Date that the Shelf Registration Statement is declared or otherwise becomes effective.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (ia) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto), or effecting a an Underwritten Shelf Underwritten Offering Takedown or (iib) suspend the Holders’ use of any prospectus that is a part of a the Shelf Registration Statement upon written notice to each Holder whose Registrable Securities are included in such the Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (), in which event such Holder shall discontinue sales of Registrable Securities pursuant to such the Shelf Registration Statement but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to 40 consecutive days(a) 60 days if such period begins on or before February 22, 2024 or (b) 90 days thereafter, in each case if the Board determines determines, in good faith, that (Ai) that such delay or suspension is in the best interest of the Company and its stockholders shareholders generally due to a pending financing or other transaction involving the Company, including a proposed sale of shares of Common Stock by the Company for its own account, (Bii) that such registration or offering would render the Company unable to comply with applicable securities laws laws, or (Ciii) that such registration or offering would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential would otherwise not have to disclose at such time (any such period, a “Suspension Period”); provided, however, that in no event shall any Suspension Periods collectively exceed an aggregate of 60 days the Company exercise its delay and suspension rights under this Section 4.1 more than (a) once before February 22, 2024 or (b) twice in any 180-day period or exceed an aggregate of 90 days in any 12-12 consecutive month period; provided, further, that . For the purposes of calculating the number of days that the Company may so delay of one or suspend in accordance with more Suspension Periods under this Section 2.3 in the 180-day period and 12-month period immediately following the Closing Date 4.1, such number shall be reduced by the include any number of days after during the Required Shelf Filing Date that applicable period during which the Shelf Registration Statement is declared or otherwise becomes effectiveHolders were obligated to discontinue their disposition of Registrable Securities pursuant to Section 5.1(c).