Common use of Delay and Suspension Rights Clause in Contracts

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Shares), in each case for a period of up to 60 days, if the Company reasonably determines (i) that such delay or suspension is in the best interest of the Company and its stakeholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offering, (ii) that such registration, offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect the Company (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided further, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 days in any twelve-month period.

Delay and Suspension Rights. Notwithstanding any other provision of anything to the contrary contained in this Agreement, the Company may (a) delay filing or effectiveness shall be entitled, from time to time, by providing notice to the Shareholders who elected to participate in the Shelf Registration Statement, to require such Shareholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Shares), in each case for a reasonable period of up time not to exceed 60 days, if the Company reasonably determines (i) that such delay days in succession or suspension is 90 days in the best interest of the Company and its stakeholders generally due to a pending securities offering by the Company, or aggregate in any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offering, 12 month period (ii) that such registration, offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect the Company (any such period, a “Suspension Period”); provided ) if the Board determines in good faith and in its reasonable judgment that it is required to disclose in the Shelf Registration Statement a financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and that the disclosure of such information at such time would be detrimental to the Company or the holders of its equity interests. Immediately upon receipt of such notice, the Shareholders covered by the Shelf Registration Statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is also applied to all Existing Registration Rights Holders, provided further, however, that in no event shall made. After the expiration of any Suspension Periods applicable Period and without any further request from a Shareholder, the Company shall as promptly as practicable prepare a post-effective amendment or supplement to the Holders collectively exceed Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an aggregate untrue statement of 90 days a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the avoidance of doubt, any twelve-month periodrequired registration pursuant to Section 2.2 and any Block Trade pursuant to Section 3.7 shall be subject to the limitations in this Section 3.3.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably determines (i) that such delay or suspension is in the best interest of the Company and its stakeholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offeringprospectus, (ii) that such registration, offering registration or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect the Company (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided further, however, further that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 days in any twelve-month period.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the a Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Holder Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably Board determines that (i) that such delay or suspension is in the best interest of the Company and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure including a proposed sale of such transaction in such prospectus or Shelf Underwritten Offeringshares of Company Common Stock pursuant to a registration of Company Securities, (ii) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 105 days in any twelve-month period. For the purposes of calculating the number of days of one or more Suspension Periods under this Section 2.3, such number shall include any number of days during the applicable period during which the Holders were obligated to discontinue their disposition of Registrable Securities pursuant to Section 2.6(b) of this Agreement.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the a Blackstone Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Blackstone Underwritten Offering or (b) suspend the Blackstone Holders’ use of any prospectus that is a part of a Blackstone Shelf Registration Statement upon written notice to each Blackstone Holder whose Registrable Shares Securities are included in such Blackstone Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which event such Blackstone Holder shall immediately discontinue sales of Registrable Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably Board determines that (i) that such delay or suspension is in the best interest of the Company and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure including a proposed sale of such transaction in such prospectus or Shelf Underwritten Offeringshares of Company Common Stock pursuant to a registration of Company Securities, (ii) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 105 days in any twelve-month period. For the purposes of calculating the number of days of one or more Suspension Periods under this Section 2.3, such number shall include any number of days during the applicable period during which the Blackstone Holders were obligated to discontinue their disposition of Registrable Securities pursuant to Section 2.6(b) of this Agreement.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably determines (i) that such delay or suspension is in the best interest of the Company and its stakeholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offering, (ii) that such registration, offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect the Company (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided further, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 days in any twelve-month period.

Delay and Suspension Rights. (a) Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares Securities are included in such Shelf Registration Statement (provided provided, that in no event shall the content of such notice contain any material non-public information regarding the Company) (in which event such Holder shall immediately discontinue sales of Registrable Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a reasonable period of up time not to exceed 60 consecutive days, if the Company reasonably Board determines in good faith (iA) that failure to effect such delay or suspension would be detrimental to the Company and concludes as a result that it is in the Company’s best interest of the Company and its stakeholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of effect such transaction in such prospectus or Shelf Underwritten Offeringsuspension, (iiB) that failure to effect such registration, offering or the use of any prospectus that is a part of a Shelf Registration Statement suspension would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iiiC) that failure to effect such registration or offering suspension would require disclosure of material information and such disclosure would materially adversely affect that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 days in any twelve12-month period. The Company agrees to promptly notify in writing the Holders of the termination of a Suspension Period. After the expiration of any Suspension Period in the case of an effective Registration Statement, and without the need for any further request from the Holders, the Company shall, as promptly as reasonably practicable, prepare a post-effective amendment or supplement to such Registration Statement, the relevant prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Registration Statement or the prospectus, as applicable, will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case case, for a period of up to 60 sixty (60) consecutive days, if the Company reasonably Board determines (i) that such delay or suspension is in the best interest of the Company and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the Company, in each case Company and that the disclosure of such pending financing or other transaction would be required in any such prospectus for its use by the Holders and such disclosure would materially and adversely affected by required disclosure of affect the Company’s ability to consummate such transaction in such prospectus pending financing or Shelf Underwritten Offeringother transaction, (ii) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with violate applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect for its use by the Holders that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 one hundred (100) days in any twelve12-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 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 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 2.7(b).

Delay and Suspension Rights. Notwithstanding anything to the contrary contained herein, Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Selling Holder may settle any contracted sales of Registrable Securities) if Parent (i) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other provision similar transaction and the Board determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement, or (ii) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Board, would materially adversely affect Parent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this sentence for a period that exceeds 30 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this sentence from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 60 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Notwithstanding anything to the contrary contained herein, in addition to the delay and suspension rights set forth in the immediately preceding paragraph, if (i) after the date of Purchase Agreements and prior to the date on which the Shelf Registration Statement initially is declared or becomes effective, Parent (or a Subsidiary of Parent) enters into a definitive agreement (the “Acquisition Agreement”) for the acquisition of a “business” (as such term is defined in Rule 11-01(d) of Regulation S-X of the SEC) (such business, the Company may “Acquired Business”) and (aii) under applicable SEC rules the Shelf Registration Statement is not permitted to be declared or become effective (or Parent is not permitted to file the Shelf Registration Statement as an Automatic Shelf Registration Statement, if Parent is a WKSI) until financial statements for the Acquired Business and related pro forma financial statements have been filed with the SEC, Parent may, upon written notice to all Holders, delay filing or the effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend including by delaying the Holders’ use filing of any prospectus that is a part of a the Shelf Registration Statement upon written notice to each Holder whose Registrable Shares are included in such if and for so long as Parent is a WKSI, provided that Parent may not delay the filing of the Shelf Registration Statement if Parent is not, or ceases to be, a WKSI), until the date that is the earlier of (provided A) the first Business Day after the date on which such financial statements for the Acquired Business and related pro forma financial statements are filed with the SEC and (B) the first Business Day that in no event shall such notice contain any material non-public information regarding is not less than 60 days after the Company) (in which event such Holder shall immediately discontinue sales date of Registrable Shares the Acquisition Agreement. If Parent exercises its delay rights pursuant to this paragraph, Parent shall use commercially reasonable efforts to cause such Registration Statement but may settle financial statements for the Acquired Business and related pro forma financial statements to be filed with the SEC as soon as practicable after the date of the Acquisition Agreement, which shall include customary covenants of the Acquired Business or the seller(s) thereof to cooperate with Parent in connection with such financial statements. Parent will only exercise its suspension rights under this Section 2.01(c) if it exercises similar suspension rights with respect to any then-contracted sales of Registrable SharesParity Holders. If Parent exercises its suspension rights under this Section 2.01(c), then during such suspension period Parent shall not engage in each case any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Parent or a period third Person), except transactions involving (I) the issuance or purchase of up Equity Securities as contemplated by the Parent’s employee benefit plans or employee or director arrangements, (II) the issuance of Equity Securities to 60 daysa seller as consideration for, if or to a third party in order to finance or partially finance, the Company reasonably determines transaction specified under clause (i) of this Section 2.01(c) that such delay was the basis for which the suspension rights under this Section 2.01(c) were exercised or suspension is in (III) the best interest issuance of the Company and its stakeholders generally due Equity Securities to a pending securities offering by member of EEH in connection with the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material transaction involving the Company, in each case that would be materially redemption of Class B Common Stock and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offering, (ii) that such registration, offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect the Company (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided further, however, that in no event shall any Suspension Periods applicable EEH Units pursuant to the Holders collectively exceed an aggregate of 90 days in any twelve-month periodEEH A&R LLC Agreement.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the a Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably Board determines that (i) that such delay or suspension is in the best interest of the Company and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure including a proposed sale of such transaction in such prospectus or Shelf Underwritten Offeringshares of Company Common Stock pursuant to a registration of Company Securities, (ii) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 120 days in any twelve-month period. For the purposes of calculating the number of days of one or more Suspension Periods under this Section 2.3, such number shall include any number of days during the applicable period during which the Holders were obligated to discontinue their disposition of Registrable Securities pursuant to Section 2.6(b) of this Agreement.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably determines (i) that such delay or suspension is in the best interest of the Company and its stakeholders generally due to a pending transaction involving the Company (including a pending securities offering by the Company, or any proposed material financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material significant transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offering), (ii) that such registration, offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 days in any twelve-month period.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Shares), in each case for a period of up to 60 days, if the Company reasonably determines (i) that such delay or suspension is in the best interest of the Company and its stakeholders generally due to a pending transaction involving the Company (including a pending securities offering by the Company, or any proposed material financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material significant transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offering), (ii) that such registration, offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 days in any twelve-month period.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the a Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably determines (i) 60 days if such period begins on or before January 17, 2022 or (ii) 90 days if such period begins after January 17, 2022, in each case if the Board determines, in good faith, that (w) such delay or suspension is in the best interest of the Company and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the Company, in each case that would be materially and adversely affected including a proposed sale of shares of Company Common Stock by required disclosure of such transaction in such prospectus or Shelf Underwritten Offeringthe Company for its own account, (iix) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws laws, (including because of requirements to produce financial statements with regard to acquired businessesy) or (iii) that such registration or offering would require disclosure of material information and that the Company would otherwise not have to disclose at such disclosure time or (z) such registration or offering would be materially adversely affect detrimental to the Company (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that the Company may not exercise its delay and suspension rights under this Section 2.03 more than (i) once prior to January 17, 2022 or (ii) twice in no event shall any twelve consecutive month period. For the purposes of calculating the number of days of one or more Suspension Periods under this Section 2.03, such number shall include any number of days during the applicable to period during which the Holders collectively exceed an aggregate were obligated to discontinue their disposition of 90 days in any twelve-month periodRegistrable Securities pursuant to Section 2.06(b) of this Agreement.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably determines (i) that such delay or suspension is in the best interest of the Company and its stakeholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offering, (ii) that such registration, offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect the Company (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided further, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 days in any twelve-month period.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the a Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably determines (i) 60 days if such period begins on or before [●], 20218 or (ii) 90 days if such period begins after [●], 20219, in each case if the Board determines, in good faith, that (w) such delay or suspension is in the best interest of the Company and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the Company, in each case that would be materially and adversely affected including a proposed sale of shares of Company Common Stock by required disclosure of such transaction in such prospectus or Shelf Underwritten Offeringthe Company for its own account, (iix) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws laws, (including because of requirements to produce financial statements with regard to acquired businessesy) or (iii) that such registration or offering would require disclosure of material information and that the Company would otherwise not have to disclose at such disclosure time or (z) such registration or offering would be materially adversely affect detrimental to the Company (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that the Company may not exercise its delay and suspension rights under this Section 2.03 more than (i) once prior to [●], 202110 or (ii) twice in no event shall any twelve consecutive month period. For the purposes of calculating the number of days of one or more Suspension Periods under this Section 2.03, such number shall include any number of days during the applicable to period during which the Holders collectively exceed an aggregate were obligated to discontinue their disposition of 90 days in any twelve-month periodRegistrable Securities pursuant to Section 2.06(b) of this Agreement.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company Holdings may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) 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 Shares 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 CompanyHoldings) (in which event such Holder shall immediately discontinue sales of Registrable Shares Securities pursuant to such the Shelf Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if Holdings’ board of directors determines upon the Company reasonably determines advice of legal counsel (ix) that such delay or suspension is in the best interest of the Company Holdings and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the CompanyHoldings, in each case that would be materially and adversely affected including a proposed sale of Class A Common Stock by required disclosure of such transaction in such prospectus or Shelf Underwritten OfferingHoldings for its own account, (iiy) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company Holdings unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iiiz) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect the Company that Holdings has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 120 days in any twelve-month periodperiod and there shall be no more than two Suspension Periods.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement or delay effecting a Shelf Underwritten Offering upon written notice to each Holder whose Registrable Shares are included in such Shelf Registration Statement or such Shelf Underwritten Offering (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 Shares pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Shares), in each case for a period of up to 60 days, if the Company reasonably determines (i) that such delay or suspension is in the best interest of the Company and its stakeholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offering, (ii) that such registration, offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially and adversely affect the Company (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Anticipated Rights Holders, ; provided further, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 days in any twelve-month period.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or postpone the effectiveness of the Resale Shelf, and from time to time to require the Holders not to sell under the Resale Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) to suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Shares)effectiveness thereof, in each case for a period of up to 60 45 consecutive calendar days, if the Company reasonably determines Board determines, in good faith, that (i) that such delay or suspension is in the best interest of the Company and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure including a proposed sale of such transaction in such prospectus or Shelf Underwritten Offeringshares of Common Stock pursuant to a registration of Common Stock, (ii) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect that the Company has a bona fide business purpose for preserving as confidential (any each such periodcircumstance, a “Suspension PeriodEvent”); provided that such Suspension Period the Company may not delay or suspend the Resale Shelf more than once prior to the date that is also applied to all Existing Registration Rights Holderssix (6) months after the date on which the Resale Shelf is declared effective or twice in any twelve (12)-month consecutive period, provided further, however, that and in no event shall any Suspension Periods applicable to the Holders Event collectively exceed an aggregate of 90 ninety (90) days in any twelvetwelve (12)-month. Upon receipt by Hannathon (which shall notify the Additional Holders thereafter) of any written notice from the Company of the happening of any Suspension Event during the period that the Resale Shelf is effective or if as a result of a Suspension Event the Resale Shelf or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Holder agrees that it will immediately discontinue offers and sales under the Resale Shelf until the such Holder receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-month periodeffective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and it will maintain the confidentiality of any information included in such written notice delivered to Hannathon by the Company unless otherwise required by law or subpoena. If so directed by the Company, which such direction shall be given to Hannathon which shall then direct the Additional Holders, each Holder will deliver to the Company or, in such Holder’s sole discretion destroy, all copies of the prospectus covering the Resale Shelf in such Holder’s possession.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may may, upon giving prompt written notice to the Holders, (a) delay filing or effectiveness of the a Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares Securities are included in such Shelf Registration Statement (provided that 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a period of up to 60 days, if the Company reasonably Board determines in good faith to be necessary for the reason that (i) that such delay or suspension is in the best interest of the Company and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure including a proposed sale of such transaction in such prospectus or Shelf Underwritten Offeringshares of Company Common Stock pursuant to a registration of Company Securities, (ii) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any the Company effect Suspension Periods applicable to the Holders collectively exceed of more than an aggregate of 90 ninety (90) days in any twelve-month period. For the purposes of calculating the number of days of one or more Suspension Periods under this Section 2.3, such number shall include any number of days during the applicable period during which the Holders were obligated to discontinue their disposition of Registrable Securities pursuant to Section 2.6(b) of this Agreement.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness of the Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’ use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Shares 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 Shares Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable SharesSecurities), in each case for a the shortest period of up to 60 time required, but in no event for more than thirty (30) consecutive days, if the Company reasonably Board determines in good faith (i) that such delay or suspension is in the best interest of the Company and its stakeholders stockholders generally due to a pending securities offering by the Company, or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation financing or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such prospectus or Shelf Underwritten Offering, (ii) that such registration, registration or offering or the use of any prospectus that is a part of a Shelf Registration Statement would render the Company unable to comply with applicable securities laws (including because of requirements to produce financial statements with regard to acquired businesses) or (iii) that such registration or offering would require disclosure of material information and such disclosure would materially adversely affect that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”); provided that such Suspension Period is also applied to all Existing Registration Rights Holders, provided furtherprovided, however, that in no event shall any Suspension Periods applicable to the Holders collectively exceed an aggregate of 90 sixty (60) days in any twelve180-day period or exceed an aggregate of 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); and provided, further, that in the event such Shelf Registration Statement relates to an Shelf Underwritten Offering pursuant to Section 2.2, then the Requesting Holders initiating such Shelf Underwritten Offering shall be entitled to withdraw the request for the Shelf Underwritten Offering for any or no reason whatsoever and, if such request is withdrawn, it shall not count against the limits imposed pursuant to Section 2.2(a) and the Company shall pay all Registration Expenses in connection with such Shelf Underwritten Offering.