Common use of Delay Rights Clause in Contracts

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b), the Company shall provide prompt notice to the Registration Rights Group 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 actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Corporation may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement if required under Section 2.01, or (1ii) within 30 days any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of receipt any prospectus that is a part of a written request from any such Registration Rights Group, Statement or other registration statement (in which event the Company notifies the requesting Registration Rights Group Selling Holder shall discontinue sales of the Company's intention Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of effecting a public offering within 60 days, provided, that prior to Registrable Securities) if the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, Corporation (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company Board determines in good faith that (A) the Company's Corporation’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Shelf Corporation unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyBoard, would materially adversely affect the CompanyCorporation; provided, thenhowever, in no event shall (A) such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of 90 calendar days in any 365 calendar-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Corporation shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Company Board determines in good faith that (A) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Shelf Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyBoard, would materially adversely affect the Company; provided, however, in no event shall (A) such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.04 for a period that the Company shall not exercise its right exceeds sixty (60) days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.04 from selling Registrable Securities pursuant to suspend any such Registration Rights Group's use Statement or other registration statement for a period that exceeds an aggregate of any prospectus more than twice sixty (60) days in any twelve (12-) month period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, at any time after the Company: Effective Date, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement (a “Delay Notice”), suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Partnership determines in good faith and on the advice of counsel that the Company's Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, Statement or (3ii) the Company Partnership has experienced some other material non-public event event, the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyPartnership and its counsel, would materially and adversely affect the CompanyPartnership (each, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 daysa “Grace Period”); provided, however, that in no event shall any Grace Period exceed thirty (30) consecutive Trading Days, or an aggregate of sixty (60) Trading Days during any three hundred sixty five (365) day period and the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use first day of any prospectus which is a part Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). Each Delay Notice shall notify the Holders of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales existence of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisitionmaterial, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event information giving rise to the disclosure delay rights being exercised pursuant to this Section 2.01(d) (provided that in each Delay Notice the Partnership will not disclose the content of such material, non-public information to the Purchasers), and notify the Holders the dates on which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month periodGrace Period begins. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt written notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the Delay Notice and shall end on and include the later of the date the Holders receive a written notice of the end of such Grace Period pursuant to the immediately preceding sentence and the date referred to in such notice. Notwithstanding anything to the contrary, the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, prior to such Holder’s receipt of the Delay Notice and for which such Purchaser has not yet settled, unless the Partnership and its counsel determine that such sale may violate the Securities Act.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation Company may, upon written notice to file any Selling Holder whose Registrable Securities are included in a 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) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2i) the Company is pursuing an acquisition, merger, reorganization, disposition disposition, financing, securities offering, or other similar transaction and the Company determines in good faith that the Company's ’s 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 (3ii) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, or (iii) render the Company may defer filing unable to comply with the Shelf Registration Statement for up to 60 daysrequirements of the Securities Act or Exchange Act; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration StatementStatement for a period of sixty (60) for up to 60 consecutive days if or an aggregate of one-hundred and twenty (1120) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice days in any 12365-month day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the a Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related Prospectus so that such Registration Statement or Prospectus does not include 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 the case of the Prospectus in light of the circumstances under which they were made, not misleading, (iii) the Partnership determines that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (3iv) the Company Partnership has experienced some other material non-public event event, the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyPartnership, would materially and adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 daysPartnership; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 for a period that exceeds an aggregate of sixty (260) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice days in any 12180-month day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement if required under Section 2.01(a), or (1ii) within 30 days any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of receipt any prospectus that is a part of a written request from any such Registration Rights Group, Statement or other registration statement (in which event the Company notifies the requesting Registration Rights Group Selling Holder shall discontinue sales of the Company's intention Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of effecting a public offering within 60 days, provided, that prior to Registrable Securities) if the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, Partnership (2x) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company General Partner determines in good faith that the Company's Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, Statement or other registration statement or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyGeneral Partner, would materially adversely affect the CompanyPartnership; provided, thenhowever, in no event shall (A) such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of 60 calendar days in any 180 calendar-day period or 105 calendar days in any 365 calendar-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 calendar days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall be entitled to a payment (with respect to each Registrable Security) from the Partnership, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension shall be deemed lifted with respect to a Selling Holder on the date that either (A) notice that the suspension has been terminated is delivered to such Selling Holder or (B) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement if required under Section 2.01(a), or (1ii) within 30 days any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of receipt any prospectus that is a part of a written request from any such Registration Rights Group, Statement or other registration statement (in which event the Company notifies the requesting Registration Rights Group Selling Holder shall discontinue sales of the Company's intention Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of effecting a public offering within 60 days, provided, that prior to Registrable Securities) if the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, Partnership (2x) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company General Partner determines in good faith that the Company's Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, Statement or other registration statement or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyGeneral Partner, would materially adversely affect the CompanyPartnership; provided, thenhowever, in no event shall (A) filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of 45 calendar days in any 180 calendar-day period or 90 calendar days in any 365 calendar-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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. If (i) the Selling Holders shall be prohibited or prevented from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a delay or suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 calendar days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or the Registration Statement required under Section 2.01(a), a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such Registration Statement, amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall be entitled to a payment (with respect to each Registrable Security) from the Partnership, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension or delay period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension or delay shall be deemed lifted with respect to a Selling Holder on the date that (A) notice that the suspension has been terminated is delivered to such Selling Holder, (B) the Registration Statement required under Section 2.01(a) is filed with the SEC, or (C) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension or delay being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything in this Agreement to the contrary contained hereincontrary, Enbridge Partners may, upon written notice to any Selling Holder whose Registrable Securities are included in the Company: Shelf Registration Statement, suspend such Selling Holder’s use of any Prospectus (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Enbridge Partners is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company General Partner (A) determines upon advice of counsel that failure to disclose such transaction could result in a material misstatement or omission with respect to the Shelf Registration Statement, and (B) determines in good faith that the Company's Enbridge Partners’ ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf Registration Statement, or (3ii) the Company Enbridge Partners has experienced some other material non-public event event, the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyGeneral Partner, would materially and adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up Enbridge Partners or (iii) Enbridge Partners has filed a registration statement (other than a shelf registration statement with no intention of an imminent take-down) or a prospectus supplement with respect to 60 daysa shelf take-down with respect to an Underwritten Offering; provided, however, that the Company in no event shall not exercise its right to any delay filing the Shelf Registration Statement more than once pursuant hereto exceed sixty (60) days in any 12 month one-hundred eighty (180) day-period or ninety (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii90) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12twelve month-month period. Upon disclosure of such information or the termination of the any condition described in this Section 14.3(b)above, the Company Enbridge Partners shall provide prompt notice to the Registration Rights Group 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 actions necessary to permit registered sales of Registrable Securities as contemplated in this Agreementpursuant to the Shelf Registration Statement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement required under Sections 2.1, 2.2 or 2.3, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Company Board determines in good faith that (A) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Shelf Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyBoard, would materially adversely affect the Company; provided, however, in no event shall (A) such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.6 for a period that the Company shall not exercise its right exceeds sixty (60) days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.6 from selling Registrable Securities pursuant to suspend any such Registration Rights Group's use Statement or other registration statement for a period that exceeds an aggregate of any prospectus more than twice sixty (60) days in any twelve (12-) month period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice (a “Delay Notice”) to (i) may all Holders, delay its obligation to file any the filing of a Shelf Registration Statement required under Section 2.01, or (ii) all Selling Holders whose Registrable Securities are included in a Shelf Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holders’ use of any prospectus that is a part of such Shelf Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, disposition disposition, financing, securities offering or other similar transaction and the Company Board determines in good faith that (A) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or other registration statement (in each case, including any document incorporated by reference therein) or (B) such transaction or the pursuit thereof renders the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, or as applicable, (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyBoard, would materially adversely affect the CompanyCompany or (z) would, thenin the absence of such delay or suspension, either be required to prematurely disclose material information that the Company has a bona fide business purpose for preserving as confidential or would be rendered unable to comply with the requirements under the Securities Act or the Exchange Act; provided, however, in no event shall (A) such filing of such Shelf Registration Statement be delayed under this Section 2.02 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under this Section 2.02 from selling Registrable Securities pursuant to such Shelf Registration Statement or other registration statement for a period that exceeds an aggregate of 90 calendar days in any 365 calendar-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with an Underwritten Offering. The Holders agree to keep the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use existence and contents of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant Delay Notice confidential and not to the Shelf Registration Statement) use such information for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or any other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month periodpurpose. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the such Shelf Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may the Holders, delay its obligation to file any Shelf the filing of the Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company Board determines reasonably and in good faith that (A) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Shelf Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Registration Statement or other registration statement contemplated by this Agreement on a post effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the reasonable and good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyBoard, would materially adversely affect the Company; provided, however, that in no event shall the Company shall not exercise its right Selling Holders be suspended from selling Registrable Securities pursuant to suspend any such Registration Rights Group's use Statement for a period that exceeds an aggregate of any prospectus more than twice 60 days in any 12180-month day period or 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement, Automatic Shelf Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement, Automatic Shelf Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement, Automatic Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s 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, Automatic Shelf Registration Statement or other registration statement or (3ii) the Company Partnership has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyPartnership, would materially adversely affect the CompanyPartnership; provided, thenhowever, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement, Automatic Shelf Registration Statement or other registration statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Registration Statement or Automatic 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. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “180th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease upon the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, the CompanyCopano: (i) may delay its obligation to file any Shelf Registration Statement if (1A) within 30 days of receipt of a written request from any Registration Rights GroupDemand Notice, Copano notifies (the Company notifies “Copano Delay Notice”) the requesting Registration Rights Group Contributors of the Company's Copano’s intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company Copano has taken affirmative steps in contemplation of such public offering, (2B) the Company Copano is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Copano determines in good faith that the Company's Copano’s 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 (3C) the Company Copano has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyCopano, would materially adversely affect the CompanyCopano, then, in each case, the Company Copano may defer filing the Shelf Registration Statement for up to 60 daysdays from receipt of the Copano Delay Notice; provided, however, that the Company Copano shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof)period; (ii) may, upon written notice to any Registration Rights Group Contributor whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's Contributor’s use of any prospectus Prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group Contributor shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days from receipt of such notice if (1A) the Company Copano is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Copano determines in good faith that the Company's Copano’s 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 (2B) the Company Copano has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyCopano, would materially adversely affect the CompanyCopano; provided, however, that the Company Copano shall not exercise its right to suspend any Registration Rights Group's Contributor’s use of any prospectus Prospectus more than twice in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b2.01(c), the Company Copano shall provide prompt notice to the Registration Rights Group Contributors 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 actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, Statement or other registration statement or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, in no event shall (A) filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that the Company shall not exercise its right exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to suspend any such Registration Rights Group's use Statement or other registration statement for a period that exceeds an aggregate of any prospectus more than twice 60 calendar days in any 12180 calendar-month day period or 120 calendar days in any 365 calendar-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice written notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, Statement or other registration statement or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, in no event shall (A) filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that the Company shall not exercise its right exceeds 120 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to suspend any such Registration Rights Group's use Statement or other registration statement for a period that exceeds an aggregate of any prospectus more than twice 60 calendar days in any 12180 calendar-month day period or 120 calendar days in any 365 calendar-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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. If (i) the Selling Holders shall be prohibited or prevented from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a delay or suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 90 calendar days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or the Registration Statement required under Section 2.01(a), a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such Registration Statement, amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall be entitled to a payment (with respect to each Registrable Security) from the Company, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension or delay period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension or delay shall be deemed lifted with respect to a Selling Holder on the date that (A) notice that the suspension has been terminated is delivered to such Selling Holder, (B) the Registration Statement required under Section 2.01(a) is filed with the SEC, or (C) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension or delay being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Corporation may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Corporation is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Company Corporation determines in good faith that the Company's Corporation’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, or (3ii) the Company Corporation determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus does not include 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 the case of the prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Corporation would be required to disclose material information or the Corporation has experienced some other material non-public event event, in each case the disclosure of which at such time is not required by law ortime, in the good faith judgment determination of the CompanyCorporation, would materially and adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 daysCorporation; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 for a period that exceeds an aggregate of sixty (260) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice days in any 12180-month day period or ninety (90) days in any 365-day period. Upon The Corporation shall use its reasonable best efforts to limit any delay pursuant to the foregoing to as short a period as is practicable, and upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Corporation shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, and shall promptly terminate any suspension of sales the use of any prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of a Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement but may settle any previously made sales of Registrable Securities) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf a Registration Statement, Statement or other registration statement or (3ii) the Company has experienced some other material non-public event the disclosure of which would be required in a Registration Statement or other registration statement and which at such time is not required by law ortime, in the good faith judgment of counsel for the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that in no event shall the Company shall not exercise its right Selling Holders be suspended from selling Registrable Securities pursuant to suspend any a Registration Rights Group's use Statement or other registration statement for a period that exceeds an aggregate of any prospectus more than twice 60 days in any 12180-month day period or 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt written notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf a Registration StatementStatement or other 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to 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) if (i) may delay its obligation there is or is reasonably anticipated to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing be an acquisition, merger, financing activity, reorganization, disposition or other similar transaction involving the Company or any of its subsidiaries and the Company determines in good faith that the Company's ability of the Company or any of its subsidiaries 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 (3ii) the Company has experienced experienced, or reasonably expects to experience, some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company or its business prospects, (iii) for reasons beyond the Company’s control, thenany required financial statements are unavailable, or (iv) the Company is required under the Securities Act or the Exchange Act to file with the Commission any report or other document necessitating a post-effective amendment to the Shelf Registration Statement; provided, however, in no event shall any delay pursuant to clauses (i) through (iii) immediately above exceed sixty (60) days in any one hundred eighty (180) day period or ninety (90) days in any twelve-month period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon the Company may defer filing disclosure of such information, the Shelf Registration Statement for up to 60 days; providedtermination of the condition described above or the effectiveness of such post-effective amendment, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written provide prompt notice to any Registration Rights Group the Selling Holders whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b), the Company shall provide prompt notice to the Registration Rights Group 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 actions reasonably necessary to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation Company may, upon written notice to file any Selling Holder whose Registrable Securities are included in the Registration Statement, Automatic Shelf Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement, Automatic Shelf Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement, Automatic Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s 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, Automatic Shelf Registration Statement or other registration statement or (3ii) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement, Automatic Shelf Registration Statement or other registration statement for a period that the Company shall not exercise its right to suspend any Registration Rights Group's use exceeds an aggregate of any prospectus more than twice 60 days in any 12180-month day period or 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Registration Statement or Automatic 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. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 90 days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Company shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the ninetieth (90th) day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “180th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s 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, Statement or other registration statement or (3ii) the Company Partnership has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyPartnership, would materially adversely affect the CompanyPartnership; provided, thenhowever, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group 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. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculation Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease upon the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s 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, Statement or other registration statement or (3ii) the Company Partnership has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyPartnership, would materially adversely affect the CompanyPartnership; provided, thenhowever, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group 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. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the Purchased Units of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Corporation may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement if required under Section 2.01, or (1ii) within 30 days any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of receipt any prospectus that is a part of a written request from any such Registration Rights Group, Statement or other registration statement (in which event the Company notifies the requesting Registration Rights Group Selling Holder shall discontinue sales of the Company's intention Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of effecting a public offering within 60 days, provided, that prior to Registrable Securities) if the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, Corporation (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company Board determines in good faith that (A) the Company's Corporation’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Shelf Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyBoard, would materially adversely affect the CompanyCorporation; provided, thenhowever, in no event shall (A) such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of 90 calendar days in any 365 calendar-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Corporation shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related Prospectus so that such Registration Statement or Prospectus does not include 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 the case of the Prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Partnership determines in good faith that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (3iv) the Company Partnership has experienced some other material non-public event event, the disclosure of which at such time is not required by law ortime, in the good faith judgment determination of the CompanyPartnership, would materially and adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 daysPartnership; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 for a period that exceeds an aggregate of sixty (260) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice days in any 12180-month day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Corporation may, upon written notice (a “Delay Notice”) to (i) may all Holders, delay its obligation to file any the filing of a Shelf Registration Statement if required under Section 2.01, or (1ii) within 30 days any Selling Holder whose Registrable Securities are included in a Shelf Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of receipt any prospectus that is a part of a written request from any such Shelf Registration Rights Group, Statement or other registration statement (in which event the Company notifies the requesting Registration Rights Group Selling Holder shall discontinue sales of the Company's intention Registrable Securities pursuant to such Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of effecting a public offering within 60 days, provided, that prior to Registrable Securities) if the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, Corporation (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, disposition disposition, financing, securities offering or other similar transaction and the Company Board determines in good faith that (A) the Company's Corporation’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or other registration statement or (B) such transaction renders the Corporation unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, or as applicable, (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyBoard, would materially adversely affect the CompanyCorporation or (z) would, thenin the absence of such delay or suspension, either be required to prematurely disclose material information that the Corporation has a bona fide business purpose for preserving as confidential or would be rendered unable to comply with the requirements under the Securities Act or the Exchange Act; provided, however, in no event shall (A) such filing of such Shelf Registration Statement be delayed under clauses (x), (y) or (z) of this Section 2.02 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x), (y) or (z) of this Section 2.02 from selling Registrable Securities pursuant to such Shelf Registration Statement or other registration statement for a period that exceeds an aggregate of 90 calendar days in any 365 calendar-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. The Holders agree to keep the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part existence and contents of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant Delay Notice confidential and not to the Shelf Registration Statement) use such information for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or any other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month periodpurpose. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Corporation shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the such Shelf Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, Statement or other registration statement or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company in no event shall not exercise its right to suspend any (A) filing of such Registration Rights Group's use Statement be delayed under clauses (x) or (y) of any prospectus this Section 2.03 on more than twice two occasions or for more than an aggregate of 45 calendar days in any 12one instance, or for more than 90 calendar days in any 365 calendar-month day period or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of 30 calendar days in any 180 calendar-day period or 60 calendar days in any 365 calendar-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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. If (i) the Selling Holders shall be prohibited or prevented from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a delay or suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 90 calendar days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or the Registration Statement required under Section 2.01(a), a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such Registration Statement, amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall be entitled to a payment (with respect to each Registrable Security) from the Company, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension or delay period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension or delay shall be deemed lifted with respect to a Selling Holder on the date that (A) notice that the suspension has been terminated is delivered to such Selling Holder, (B) the Registration Statement required under Section 2.01(a) is filed with the SEC, or (C) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension or delay being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of the APR Resale Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Shares are included in the APR Resale Registration Statement, suspend such Selling Holder’s use of any prospectus that is a part of the APR Resale Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Shares pursuant to the APR Resale Registration Statement but may settle any previously made sales of Registrable Shares) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Company Board determines in good faith that (A) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf APR Resale Registration StatementStatement or other filings or (B) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the APR Resale Registration Statement (or such filings) to become effective or to promptly amend or supplement the APR Resale Registration Statement on a post effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyBoard, would materially adversely affect the Company; provided, however, in no event shall (A) such filing of the APR Resale Registration Statement be delayed under clauses (x) or (y) of this Section 2.04 for a period that exceeds sixty (60) days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.04 from selling Registrable Shares pursuant to the Company shall not exercise its right to suspend any APR Resale Registration Rights Group's use Statement for a period that exceeds an aggregate of any prospectus more than twice sixty (60) days in any twelve (12-) month period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one (1) Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities Shares are included in the Shelf APR Resale Registration Statement, 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 Shares as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) Corporation may delay its obligation to file any the filing or effectiveness of a Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to this Section 14.11 hereof); (ii3(e) and may, upon written notice to any Registration Rights Group Standstill Shareholder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's Standstill Shareholder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group such Standstill Shareholder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1a) the Company Corporation is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Corporation determines in good faith that the Company's Corporation’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (2b) the Company Corporation has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyCorporation, would materially and adversely affect the CompanyCorporation; provided, however, that in no event shall the Company shall not exercise its right Standstill Shareholders be suspended from selling Registrable Securities pursuant to suspend any the Shelf Registration Rights Group's use Statement for a period that exceeds an aggregate of any prospectus more than twice 60 days in any 12-month 180 day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Corporation shall provide prompt notice to the Registration Rights Group Standstill Shareholders whose Registrable Securities are included in the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect under this clause (iii) and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing a debt or equity financing, or an acquisition, merger, reorganization, disposition or other similar transaction transaction, and the Company determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, or (3ii) the Company has experienced some other determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus does not include an untrue statement of a material non-public event fact or omit to state a material fact required to be stated therein or necessary to make the disclosure of which at such time is not required by law statements therein, or, in the good faith judgment case of the Companyprospectus, would materially adversely affect does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the Company, thenstatements therein, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part light of the Shelf Registration Statement circumstances under which such statements are made, not misleading or (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statementiii) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction it would be materially adversely affected by any required to make disclosure of such transaction material information in the Shelf Registration Statement or (2) that the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Companya bona fide business purpose for preserving as confidential; provided, however, that in no event shall the Company shall not exercise its right Selling Holders be suspended from selling Registrable Securities pursuant to suspend any such Registration Rights Group's use Statement for a period that exceeds an aggregate of any prospectus more than twice 90 days in any 12180-month day period or 120 days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall promptly provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, and shall promptly terminate any suspension of sales the use of the prospectus that is part of such Registration Statement it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For the avoidance of doubt, the provisions of this Section 2.01(b) shall apply to any Underwritten Offering undertaken pursuant to Section 2.02.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) Company may delay its obligation the filing (but shall still be required to file any prepare such filing in accordance with this Agreement) of the Prospectus Supplement or Shelf Registration Statement required by Section 2.1(a) and may, upon written notice to any Selling Holder whose Registrable Securities are included in the Prospectus Supplement or the Shelf Registration Statement, suspend such Selling Holder’s use of the Prospectus Supplement or any prospectus which is a part of the Shelf Registration Statement, together with any prospectus supplement thereto (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Prospectus Supplement or the Shelf Registration Statement), if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the board of directors of the Company reasonably determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required public disclosure of such transaction in the Prospectus Supplement or the Shelf Registration Statement, as applicable, or (3ii) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the reasonable and good faith judgment of the board of directors of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that in no event shall the Company shall not exercise its right Selling Holders be suspended from selling Registrable Securities pursuant to suspend any the Prospectus Supplement or the Shelf Registration Rights Group's use Statement for a period that exceeds 60 consecutive days or an aggregate of any prospectus more than twice 90 days in any 12180-month day period. Upon disclosure of such information or the termination of the condition described in the first sentence of this Section 14.3(b2.1(c), the Company shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Prospectus Supplement or the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect pursuant to this Section 2.1(c) and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. Each period of suspension shall be deemed to begin on the date the relevant notice is given to the Selling Holders and shall be deemed to end on the earlier to occur of (x) the date on which the Company gives the Selling Holders notice that such suspension period has terminated and (y) the date on which the number of days during which such period of delay has been in effect exceeds the 60-consecutive-day limit or the 90-day limit during any 180-day period.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in any Registration Statement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus does not include 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 the case of the prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Partnership determines in good faith that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (3iv) the Company Partnership has experienced some other material non-public event event, the disclosure of which at such time is not required by law ortime, in the good faith judgment determination of the CompanyPartnership, would materially and adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 daysPartnership; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 for a period that exceeds an aggregate of sixty (260) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice days in any 12180-month day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file the filing of a Registration Statement, or (ii) any Shelf Selling Holder whose Registrable Shares are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Shares pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Shares) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that (1) the Company would be required to disclose such transaction in such Registration Statement or other registration statement and (2) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any such required disclosure of such transaction in the Shelf Registration Statement, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, in no event shall (A) filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that the Company shall not exercise its right exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Shares pursuant to suspend any such Registration Rights Group's use Statement or other registration statement for a period that exceeds an aggregate of any prospectus more than twice 90 calendar days in any 12180 calendar-month day period or 120 calendar days in any 365 calendar-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering (a “Permitted Blackout Period”). Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities Shares are included in the Shelf such Registration Statement, 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 Shares as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may (iw) may delay its obligation to file any the filing of a Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offeringrequired by Section 2.1(a), (2x) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon reasonable written notice to any Registration Rights Group Selling Holder whose Registrable Securities are included in the Shelf Registration StatementStatement and who is in possession of material non-public information related to the Company, suspend such Registration Rights Group's Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement), (y) for up delay complying with a Shelf Takedown Request, or (z) delay ATM Sales, as applicable, (A) during the Company’s quarterly blackout period that is applicable to 60 days the Company’s directors and executive officers generally or (B) if (1i) the Company is pursuing an a financing, acquisition, merger, reorganization, disposition or other similar transaction or a material event or occurrence has occurred with respect to the Company that has not been disclosed to the public and (ii) the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in would be detrimental to the good faith judgment Company or the holders of the Company, would materially adversely affect the Companyits Common Stock; provided, however, that in no event shall the Company shall not exercise its Company’s obligation to file a Shelf Registration Statement pursuant to Section 2.1(a), a Selling Holder’s right to suspend any Registration Rights Group's use of any prospectus sell Registrable Securities, or the Company’s obligation to conduct ATM Sales or comply with a Shelf Takedown Request be suspended pursuant to clause (B) more than twice and for a period that exceeds an aggregate of 90 days, in each case, in any 12-month period365 day period or with respect to any individual suspension, for a period that exceeds 60 consecutive days. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group 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 actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. For the avoidance of doubt, any transactions completed under the Purchase Agreement or in any Related Agreements are excluded from this Section 2.1(e).

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice (iwhich notice shall include a certificate signed by an executive officer of the Company that the Company is suspending the use of the prospectus, a general statement of the reason for the suspension and an estimate of the length of the suspension) may delay its obligation to file any Shelf Selling Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2a) the Company is pursuing an a material financing, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or the Company is resolving comments on its public filings with the Commission or other similar events and the Chief Executive Officer of the Company determines in good faith that the Company's ’s 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, Statement or (3b) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment Chief Executive Officer of the Company, would materially adversely affect the Company; provided, however, that the Company in no event shall not exercise its right to suspend any Registration Rights Group's use such suspension period exceed an aggregate of any prospectus more than twice ninety (90) days in any 12consecutive 365-month periodday period (the “Permitted Period”). Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall promptly (x) provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf Registration Statement, and shall promptly (y) terminate any suspension of sales it has put into effect and shall (z) take such other actions necessary to permit registered sales of Registrable Securities as required or contemplated in by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s 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, Statement or other registration statement or (3ii) the Company Partnership has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyPartnership, would materially adversely affect the CompanyPartnership; provided, thenhowever, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group 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. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculation Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease upon the Purchased Units of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Equity One may, upon written notice (which notice shall include a certificate signed by an executive officer of Equity One that Equity One is suspending the Companyuse of the prospectus) to any Selling Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement, but such Selling Holder may settle any such sales of Registrable Securities) if any of the following events occur: (ia) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Equity One is pursuing an a material acquisition, merger, reorganization, disposition or other similar transaction and the Company Equity One Board determines in good faith that the Company's Equity One’s 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, Statement or (3b) the Company Equity One has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyEquity One Board, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 daysEquity One; provided, however, that in no event shall Equity One be entitled to impose any such suspension if the Company aggregate number of Block Out Days to which the Holder has been subject shall not exercise its right to delay filing the Shelf Registration Statement more than once exceed one hundred and twenty (120) days in any 12 month rolling 365-day period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereofthe “Permitted Period”); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month period. Upon disclosure of such information or the termination of the condition conditions described in this Section 14.3(b)above or expiration of the Permitted Period, the Company Equity One shall promptly (x) provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf Registration Statement, and shall promptly (y) terminate any suspension of sales it has put into effect and shall (z) take such other actions necessary to permit registered sales of Registrable Securities as required or contemplated in by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) Ring Energy may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement, subject in all respects to clause (A)(I) below, or (y) any Registration Rights Group Selling Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration StatementStatement but such Selling Holder may settle any contracted sales of Registrable Securities) for up to 60 days if Ring Energy (1i) the Company is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company Board determines in good faith that the Company's 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 (2ii) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, Board would materially adversely affect the CompanyRing Energy; provided, however, that in no event shall (A) such filing of the Company shall not exercise its right Shelf Registration Statement be delayed under clause (x) of this Section 2.01(c) (I) due to suspend any Registration Rights Group's use the negotiation, entry into or announcement of a Material Transaction or due to the preparation of any prospectus SEC Documents related to such Material Transaction, including historical, pro forma or “target” Buyer SEC Financial Statements to be included in such SEC Documents or (II) for a period that exceeds 10 days; or (B) such Selling Holders be suspended under clause (y) of this Section 2.01(c) from selling Registrable Securities pursuant to the Shelf Registration Statement more than twice two times in a twelve-month period or for a period that exceeds an aggregate of 45 days in any 1290-month day period or 75 days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Ring Energy shall provide prompt notice to the Registration Rights Group 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. If Ring Energy exercises its suspension rights under clause (y) of this Section 2.01(c), then, during such suspension period, Ring Energy shall not engage in any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Ring Energy or a third Person), except transactions involving (I) the issuance or purchase of Equity Securities as contemplated by Ring Energy’s employee benefit plans or employee or director arrangements or (II) the issuance of Equity Securities to a seller as consideration for, or to a third party in order to finance or partially finance, the transaction specified under clause (i) of this Section 2.01(c) that was the basis for which the suspension rights under this Section 2.01(c)(y) were exercised.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Corporation may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement if required under Error! Reference source not found., or (1ii) within 30 days any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of receipt any prospectus that is a part of a written request from any such Registration Rights Group, Statement or other registration statement (in which event the Company notifies the requesting Registration Rights Group Selling Holder shall discontinue sales of the Company's intention Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of effecting a public offering within 60 days, provided, that prior to Registrable Securities) if the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, Corporation (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company Board determines in good faith that (A) the Company's Corporation’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Shelf Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyBoard, would materially adversely affect the CompanyCorporation; provided, thenhowever, in no event shall (A) such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for a period that exceeds 90 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of 90 calendar days in any 365 calendar-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Corporation shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may Company may, upon written notice to ACP III Tankers, delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt the filing of a written request from registration statement filed under Section 2.1(a) or, suspend the use of any Registration Rights Group, prospectus which is a part of a registration statement filed under Section 2.1(a) (in which event the Selling Holders shall discontinue sales of the Registrable Securities pursuant to such registration statement but such Selling Holder may settle any contracted sales of Registrable Securities) if the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, ACP III Tankers in writing that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is in possession of material non-public information, is pursuing an acquisition, merger, reorganization, disposition bona fide transaction that has not been publicly announced or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event and the Company determines in good faith that any required disclosure of which at such time is not required by law or, in the good faith judgment registration statement or prospectus under the Securities Act of such information, transaction or event would not be in the best interest of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, in no event shall (A) such filing of the registration statement filed under Section 2.1(a) be delayed under this Section 2.1(b) or (B) such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to such registration statement and related prospectus, in either case for a period that exceeds sixty (60) days (or a longer period of time with the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities, which consent may be granted or withheld in the Holders’ sole discretion) or one hundred twenty (120) days in aggregate in any one-year period for both clauses (A) and (B). Upon notice by the Company shall not exercise its right to ACP III Tankers of any determination to delay the filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing of a registration statement filed under Section 2.1(a) or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in suspend the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of a registration statement filed under Section 2.1(a), Holders shall keep the Shelf Registration Statement (in which event the Registration Rights Group fact of any such delay or suspension strictly confidential and shall discontinue sales of the Registrable Securities pursuant not use or disclose such notice or information to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition any Person other than such Holder’s legal counsel or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not as required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month periodlaw. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, ACP III Tankers and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.. (c)

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation Company may, upon written notice to file 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 if (1) within 30 days of receipt of a written request from any Registration Rights Group, in which event the Company notifies the requesting Registration Rights Group Selling Holder shall discontinue sales of the Company's intention of effecting a public offering within 60 days, provided, that prior Registrable Securities pursuant to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2Shelf Registration Statement) the Company if there is pursuing or is reasonably anticipated to be an acquisition, merger, financing activity, reorganization, disposition or other similar transaction involving the Company or any of its subsidiaries and the Company determines in good faith that the Company's ability of the Company or any of its subsidiaries 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 (3) the Company has experienced experienced, or reasonably expects to experience, some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company or its business prospects, for reasons beyond the Company’s control, thenany required financial statements are unavailable, or the Company is required under the 6 | Securities Act or the Exchange Act to file with the Commission any report or other document necessitating a post-effective amendment to the Shelf Registration Statement; provided, however, in no event shall any delay pursuant to clauses (i) through (iii) immediately above exceed sixty (60) days in any one hundred eighty (180) day period or ninety (90) days in any twelve-month period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Each Selling Holder agrees that it will maintain the confidentiality of the information included such written notice delivered by the Company may defer filing unless otherwise required by law or subpoena. Upon the Shelf Registration Statement for up to 60 days; provideddisclosure of such information, howeverthe termination of the condition described above or the effectiveness of such post-effective amendment, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written provide prompt notice to any Registration Rights Group the Selling Holders whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b), the Company shall provide prompt notice to the Registration Rights Group 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 actions reasonably necessary to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the CompanyQR Energy: (i) may may, upon written notice to any Registration Rights Group whose Registrable Securities are to be included in a Shelf Registration Statement, delay its obligation to file any Shelf Registration Statement if (1A) QR Energy intends to effect a public offering within 30 60 days of following the receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company QR Energy has taken affirmative steps in contemplation of such public offering, (2B) the Company QR Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company QR Energy determines in good faith that the Company's QR Energy’s 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 (3C) the Company QR Energy has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyQR Energy, would materially adversely affect the CompanyQR Energy, then, in each case, the Company QR Energy may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company QR Energy shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 5.12 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's ’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company QR Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company QR Energy determines in good faith that the Company's QR Energy’s 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 (2) the Company QR Energy has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyQR Energy, would materially adversely affect the CompanyQR Energy; provided, however, that the Company QR Energy shall not exercise its right to suspend any Registration Rights Group's ’s use of any prospectus more than twice once in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b5.3(b), the Company QR Energy shall provide prompt notice to the Registration Rights Group 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 actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may the Holders, delay its obligation to file any Shelf the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, 5 suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company Board determines reasonably and in good faith that (A) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Shelf Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Registration Statement or other registration statement contemplated by this Agreement on a post effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the reasonable and good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyBoard, would materially adversely affect the Company; provided, however, that in no event shall the Company shall not exercise its right Selling Holders be suspended from selling Registrable Securities pursuant to suspend any such Registration Rights Group's use Statement for a period that exceeds an aggregate of any prospectus more than twice 60 days in any 12180-month day period or 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s 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, Statement or other registration statement or (3ii) the Company Partnership has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyPartnership, would materially adversely affect the CompanyPartnership; provided, thenhowever, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use exclusive of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected covered by any required disclosure of such transaction lock-up agreement executed by a Selling Holder in the Shelf Registration Statement or (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend connection with any Registration Rights Group's use of any prospectus more than twice in any 12-month periodUnderwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group 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. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 20 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the twenty-first (21st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the Purchased Units of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) Partnership may, upon written notice to (a) all Holders, delay the filing and effectiveness of the Shelf Registration Statement or (b) any Registration Rights Group Selling Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration StatementStatement but such Selling Holder may settle any contracted sales of Registrable Securities) for up to 60 days if the Partnership (1i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Board of Directors of the Partnership GP determines in good faith that it is in the Company's ability best interests of the Partnership not to pursue or consummate such a transaction would be materially adversely affected by disclose the existence of material facts surrounding any required disclosure of such transaction in the Shelf Registration Statement or (2ii) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyBoard of Directors of the Partnership GP, would materially adversely affect it is in the Companybest interest of the Partnership to not disclose; provided, however, that in no event shall (A) such filing and effectiveness of the Company shall not exercise its right Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 60 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to suspend any the Shelf Registration Rights Group's use Statement for a period that exceeds an aggregate of any prospectus more than twice 60 days in any 12180-month day period or 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt written notice to the Registration Rights Group whose Registrable Securities are included in the Shelf Registration StatementHolders, and shall promptly terminate any suspension of the filing or effectiveness of the Shelf Registration Statement and/or any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement. The Partnership will only exercise its suspension rights under this Section 2.01(b) if it exercises similar suspension rights with respect to any Parity Holders. If the Partnership exercises its suspension rights under this Section 2.01(b), then (x) during any such suspension period, the Partnership shall not engage in any transaction involving the offer, issuance, sale or purchase of Partnership equity securities (whether for the benefit of the Partnership or a third Person), except (A) transactions involving the issuance or purchase of Partnership equity securities as contemplated by Partnership employee benefit plans or employee or director arrangements and (B) the issuance of Partnership equity securities as acquisition consideration pursuant to any transaction set forth in clause (i) of this Section 2.01(b) and (y) the end date of the Registration Rights Period (as defined below) shall be extended by the number of days of such suspension period.

Delay Rights. Notwithstanding anything to the contrary contained herein, Acquiror may, upon written notice to Member, cease the Company: preparation and filing of the Shelf Registration Statement described in Section 2.2 or suspend Member’s use of any prospectus which is a part of the Shelf Registration Statement (in which event Member shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement), in each case, if (i) may delay its obligation there is or is reasonably anticipated to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing be an acquisition, merger, financing activity, reorganization, disposition or other similar transaction involving Acquiror or any of its Subsidiaries and the Company Acquiror determines in good faith that the Company's ability of Acquiror or any of its Subsidiaries to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement, (ii) Acquiror has experienced, or (3) the Company has experienced reasonably expects to experience, some other material non-public event the disclosure of which at such time is not required time, as determined by law or, in the good faith judgment of the CompanyAcquiror, would materially adversely affect the CompanyAcquiror or its business prospects, then(iii) for reasons beyond Acquiror’s control, in each case, the Company may defer filing the Shelf Registration Statement for up any financial statements required to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are be included in the Shelf Registration Statement, suspend such Registration Rights Group's use of Statement are unavailable or (iv) Acquiror is required under the Securities Act or the Exchange Act to file with the SEC any prospectus which is report or other document necessitating a part of post-effective amendment to the Shelf Registration Statement (in which event case Acquiror will file the Registration Rights Group shall discontinue sales of post-effective amendment as promptly as practicable). Upon the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law orinformation, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above or the effectiveness of such post-effective amendment, the Company Acquiror shall provide prompt notice to the Registration Rights Group whose Registrable Securities are included in the Shelf Registration StatementMember, and shall promptly shall, as applicable, resume its obligations set forth in Section 2.2 or terminate any suspension of sales it has put into effect and shall take such other actions reasonably necessary to permit registered sales of Registrable Securities as contemplated in this Agreement. Under no circumstances (a) will a suspension of the Shelf Registration Statement continue for more than 90 days, or (b) will there be more than two suspensions in any twelve month period, except in either case as a result of circumstances or events that are totally beyond Acquiror’s control.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may Company may, upon written notice to ACP III Tankers, delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt the filing of a written request from registration statement filed under Section 2.1(a) or, suspend the use of any Registration Rights Group, prospectus which is a part of a registration statement filed under Section 2.1(a) (in which event the Selling Holders shall discontinue sales of the Registrable Securities pursuant to such registration statement but such Selling Holder may settle any contracted sales of Registrable Securities) if the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, ACP III Tankers in writing that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is in possession of material non-public information, is pursuing an acquisition, merger, reorganization, disposition bona fide transaction that has not been publicly announced or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event and the Company determines in good faith that any required disclosure of which at such time is not required by law or, in the good faith judgment registration statement or prospectus under the Securities Act of such information, transaction or event would not be in the best interest of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, in no event shall (A) such filing of the registration statement filed under Section 2.1(a) be delayed under this Section 2.1(b) or (B) such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to such registration statement and related prospectus, in either case for a period that exceeds sixty (60) days (or a longer period of time with the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities, which consent may be granted or withheld in the Holders’ sole discretion) or one hundred twenty (120) days in aggregate in any one-year period for both clauses (A) and (B). Upon notice by the Company shall not exercise its right to ACP III Tankers of any determination to delay the filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing of a registration statement filed under Section 2.1(a) or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in suspend the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of a registration statement filed under Section 2.1(a), Holders shall keep the Shelf Registration Statement (in which event the Registration Rights Group fact of any such delay or suspension strictly confidential and shall discontinue sales of the Registrable Securities pursuant not use or disclose such notice or information to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition any Person other than such Holder’s legal counsel or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not as required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month periodlaw. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, ACP III Tankers and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus does not include 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 the case of the prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Partnership determines in good faith that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (3iv) the Company Partnership has experienced some other material non-public event event, the disclosure of which at such time is not required by law ortime, in the good faith judgment determination of the CompanyPartnership, would materially and adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 daysPartnership; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 for a period that exceeds an aggregate of sixty (260) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice days in any 12180-month day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Company Board determines in good faith that (A) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Shelf Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyBoard, would materially adversely affect the Company; provided, however, in no event shall (A) such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.02 for a period that the Company shall not exercise its right exceeds sixty (60) calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.02 from selling Registrable Securities pursuant to suspend any such Registration Rights Group's use Statement or other registration statement for a period that exceeds an aggregate of any prospectus more than twice sixty (60) calendar days in any twelve (12-) month period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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.

Delay Rights. Notwithstanding anything to the contrary contained herein, the CompanyCopano Energy: (i) may may, upon written notice to any Registration Rights Group whose Registrable Securities are to be included in a Shelf Registration Statement, delay its obligation to file any Shelf Registration Statement if (1) Copano Energy intends to effect a public offering within 30 60 days of following the receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company Copano Energy has taken affirmative steps in contemplation of such public offering, (2) the Company Copano Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Copano Energy determines in good faith that the CompanyCopano Energy's 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 (3) the Company Copano Energy has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyCopano Energy, would materially adversely affect the CompanyCopano Energy, then, in each case, the Company Copano Energy may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company Copano Energy shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 6.12 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company Copano Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Copano Energy determines in good faith that the CompanyCopano Energy's 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 (2) the Company Copano Energy has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyCopano Energy, would materially adversely affect the CompanyCopano Energy; provided, however, that the Company Copano Energy shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b6.03(b), the Company Copano Energy shall provide prompt notice to the Registration Rights Group 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 actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of a Registration Statement required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, Statement or other registration statement or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company in no event shall not exercise its right to suspend any (A) filing of such Registration Rights Group's use Statement be delayed under clauses (x) or (y) of any prospectus this Section 2.03 on more than twice two occasions or for more than an aggregate of 45 calendar days in any 12one instance, or for more than 90 calendar days in any 365 calendar-month day period or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of 30 calendar days in any 180 calendar-day period or 60 calendar days in any 365 calendar-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, 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. If (i) the Selling Holders shall be prohibited or prevented from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a delay or suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and is declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 90 calendar days by a post- effective amendment thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or the Registration Statement required under Section 2.01(a), a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such Registration Statement, amendment, supplement or report is filed with the SEC, if applicable, each Selling Holder shall be entitled to a payment (with respect to each Registrable Security) from the Company, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the date on which the suspension or delay period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91- 120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph, a suspension or delay shall be deemed lifted with respect to a Selling Holder on the date that (A) notice that the suspension has been terminated is delivered to such Selling Holder, (B) the Registration Statement required under Section 2.01(a) is filed with the SEC, or (C) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension or delay being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period. Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Delay Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights GroupCopano Partners, the Company notifies the requesting Registration Rights Group Copano Partners of the Company's ’s intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration StatementCopano Partners, suspend such Registration Rights Group's Copano Partners’ use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group Copano Partners shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's Copano Partners use of any prospectus more than twice in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b), the Company shall provide prompt notice to the Registration Rights Group whose Registrable Securities are included in the Shelf Registration StatementCopano Partners, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation Company may, upon written notice to file any Selling Holder whose Registrable Securities are included in a 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) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2i) the Company is pursuing an acquisition, merger, reorganization, disposition disposition, financing, securities offering, or other similar transaction and the Company determines in good faith that the Company's ’s 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 (3ii) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, or (iii) render the Company may defer filing unable to comply with the Shelf Registration Statement for up to 60 daysrequirements of the Securities Act or Exchange Act; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration StatementStatement for a period of ninety (90) for up to 60 consecutive days if or an aggregate of one-hundred and eighty (1180) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice days in any 12365-month day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the a Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.. (d)

Delay Rights. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to postpone the filing of a Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable) and to suspend the use of any such Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable) for a reasonable period of time (not exceeding sixty (60) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that filing such Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable) or the use of such Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable), as the case may be, at such time would materially adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information, the public disclosure of which would have a material adverse effect on the Company (a “Valid Business Reason”). The Company shall give written notice of its determination to postpone or suspend the use of a Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as applicable) and of the fact that the Valid Business Reason for such postponement or suspension no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company: (i) Company may delay its obligation to file any not postpone or withdraw a filing or otherwise suspend the use of a Shelf Registration Statement if (1) within 30 days of receipt of a written request from or any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Subsequent Shelf Registration Statement, or (3as applicable) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up due to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement a Valid Business Reason under this Section 3.5 more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 two (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice times in any twelve (12-) month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b), the Company shall provide prompt notice to the Registration Rights Group 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 actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Teekay may, upon written notice to any Selling Holder whose Registrable Securities are included in the Company: Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement but may settle any previously made sales of Registrable Securities) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Teekay is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Teekay determines in good faith that the Company's Teekay’s 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, Statement or other registration statement or (3ii) the Company Teekay has experienced or is undertaking some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyTeekay, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 daysTeekay; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement) Statement for up to a period that exceeds an aggregate of 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12180-month day period or 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Teekay shall provide prompt notice to the Registration Rights Group 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 the foregoing provisions of this Section 2.02 (but without affecting the permitted suspensions described in this Section), neither the Company nor any of its directors, officers, employees, counsel or advisors will provide any “material non-public information” (within the meaning of the Exchange Act and the rules and judicial decisions thereunder and other than any material non-public information represented by the fact that any such suspension has occurred or is about to occur) to any Holder without first providing notice to such Holder and obtaining its consent.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation Company may, upon written notice to file any Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf Registration Statement; (ii) the Commission or any other Federal or state governmental authority in writing requests any amendment or supplement to the Shelf Registration Statement or prospectus or requests additional information related thereto; (iii) the Company receives notice in writing of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any proceeding for such purpose; (3iv) the financial statements included or incorporated by reference in the Shelf Registration Statement become ineligible for inclusion or incorporation therein or any statement made in the Shelf Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to the Shelf Registration Statement, prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit 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, not misleading; or (v) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company in no event shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice delay pursuant hereto exceed sixty (60) days in any 12one hundred-eighty (180) day period or ninety (90) days in any twelve-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group 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 actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation Company may, upon written notice to file any Selling Holder whose Registrable Securities are included in the Shelf Registration Statement or the Excluded Registrable Securities Registration Statement, from time to time suspend such Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement or the Excluded Registrable Securities Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement or the Excluded Registrable Securities Registration Statement), for a period or periods not to exceed (X) an aggregate of 90 days in any 365-day period; provided, however, that such 90 days shall be decreased by the number of days of delay that have occurred in such 365-day period pursuant to Section 2.01(a), if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2i) the Company is pursuing an a material acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s 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 in the Excluded Registrable Securities Registration Statement, (2ii) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that Company or (iii) at any time prior to the time when the Company shall is eligible to utilize the S-3 Shelf Registration Statement, the Company has prepared and filed with the Commission a post-effective amendment for the purpose of updating financial information or other information therein and such post-effective amendment has not exercise its right to suspend any Registration Rights Group's use been declared effective by the Commission or (Y) a period specified by means of any prospectus more than twice in any 12-month perioda written amendment signed by the Company and the Holders of a majority of the then outstanding Registrable Securities. Upon disclosure of such information or the termination of the condition or expiration of the period described in this Section 14.3(b)above, as applicable, the Company shall provide prompt notice within 2 Business Days to the Registration Rights Group each Selling Holder whose Registrable Securities are included in the Shelf Registration Statement or the Excluded Registrable Securities Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained hereinin this Agreement, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Shelf Registration Statement, from time to time suspend such Selling Holder's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Selling Holder covenants and agrees that it shall immediately discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement), for a period or periods not to exceed an aggregate of either 60 days in a 90-day period or 90 days in any 365-day period, if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an a material acquisition, merger, reorganization, disposition or other similar transaction and the Company Partnership determines in good faith that the CompanyPartnership's 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 (3ii) the Company Partnership has experienced some other material non-public event or is in possession of material non-public information concerning the Partnership, the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyPartnership, would materially adversely affect the CompanyPartnership, then, in each caseor (iii) at any time prior to the time when the Partnership is eligible to utilize the S-3 Shelf Registration Statement, the Company may defer filing Partnership has prepared and filed with the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing Commission a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in for the Shelf Registration Statement, suspend such Registration Rights Group's use purpose of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition updating financial information or other similar transaction information therein and such post-effective amendment has not been declared effective by the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month periodCommission. Upon disclosure of such information or the termination of the condition or expiration of the period described in this Section 14.3(b)above, as applicable, the Company Partnership shall provide prompt notice within two Business Days to the Registration Rights Group each Selling Holder whose Registrable Securities are included in the Shelf Registration Statement, Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, or other similar transaction and the Company Partnership determines in good faith that the Company's Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, (ii) the Partnership determines it must amend or supplement the Registration Statement or the related prospectus so that such Registration Statement or prospectus does not include 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 the case of the prospectus, in light of the circumstances under which they were made) not misleading, (iii) the Partnership determines that it would be required to make disclosure of material information in the Registration Statement that the Partnership has a bona fide business purpose for preserving as confidential, or (3iv) the Company Partnership has experienced some other material non-public event event, the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyPartnership, would materially and adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 daysPartnership; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 for a period that exceeds an aggregate of sixty (260) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice days in any 12180-month day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Partnership shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the Shelf such Registration Statement, and shall promptly terminate any suspension of sales the use of prospectus that is a part of such Registration Statement it has put into effect effect, and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Registration Rights Group Selling Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration StatementStatement but such Selling Holder may settle any contracted sales of Registrable Securities) for up to 60 days if (1) the Company (i) is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Board of Directors of the Company determines in good faith that the Company's 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 (2ii) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, Board of Directors of the Company would materially adversely affect the Company; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(c) 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 90 days in any 365-day period. Any notice provided by the Company pursuant to this Section 2.01(c) shall not exercise its right to suspend any Registration Rights Group's use be provided on a Business Day and receipt of any prospectus more than twice in any 12-month periodsuch notice shall be confirmed and kept confidential by the Holders unless and until disclosure of such information or the termination of such condition. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group 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 actions to permit registered sales of Registrable Securities as contemplated in this Agreement. The Company will only exercise its suspension rights under this Section 2.01(c) if it exercises similar suspension rights with respect to any Parity Holders. If the Company exercises its suspension rights under this Section 2.01(c), then during such suspension period the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Equity Securities (I) as contemplated by the Company employee benefit plans or employee or director arrangements, (II) as consideration for, or to finance or partially finance, the transaction specified under clause (i) of this Section 2.01(c) that was the basis for which the suspension rights under this Section 2.01(c) were exercised or (III) in connection with the redemption of Class B Common Stock and EEH Units pursuant to the EEH A&R LLC Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may Company may, upon written notice to the Purchasers, delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt the filing of a written request from registration statement filed under Section 2.1(a) or, suspend the use of any Registration Rights Group, prospectus which is a part of a registration statement filed under Section 2.1(a) (in which event the Selling Holders shall discontinue sales of the Registrable Securities pursuant to such registration statement but such Selling Holder may settle any contracted sales of Registrable Securities) if the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, Purchasers in writing that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2i) the Company is pursuing an a bona fide acquisition, merger, reorganization, disposition disposition, joint venture or other similar transaction and the Company determines in good faith that the Company's 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, registration statement would not be in the best interest of the Company or (3ii) the Company is in possession of material non-public information or has experienced some other material non-public event and the Company determines in good faith that any required disclosure of which at such time is not required by law or, in the good faith judgment registration statement of such information or event would not be in the best interest of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, in no event shall (A) such filing of the registration statement filed under Section 2.1(a) be delayed under this Section 2.1(b) for a period that exceeds one hundred twenty (120) days (or a longer period of time with the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities, which consent will not unreasonably be withheld) or one hundred eighty 180 days in aggregate in any one-year period or (B) such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to such registration statement for a period that exceeds one hundred twenty (120) days (or a longer period of time with the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities, which consent will not unreasonably be withheld) or one hundred eighty (180) days in aggregate in any one-year period. Upon notice by the Company shall not exercise its right to the Purchasers of any determination to delay the filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing of a registration statement filed under Section 2.1(a) or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in suspend the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of a registration statement filed under Section 2.1(a), Holders shall keep the Shelf Registration Statement (in which event the Registration Rights Group fact of any such delay or suspension strictly confidential and shall discontinue sales of the Registrable Securities pursuant not use or disclose such notice or information to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition any Person other than such Holder’s legal counsel or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not as required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice in any 12-month periodlaw. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, Purchasers and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice (a “Delay Notice”) to (i) may all Holders, delay its obligation to file any the filing of a Shelf Registration Statement required under Section 2.01, or (ii) all Selling Holders whose Registrable Securities are included in a Shelf Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holders’ use of any prospectus that is a part of such Shelf Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, disposition disposition, financing, securities offering or other similar transaction and the Company Board determines in good faith that (A) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or other registration statement (in each case, including any document incorporated by reference therein) or (B) such transaction or the pursuit thereof renders the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration StatementStatement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, or as applicable, (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyBoard, would materially adversely affect the Company, thenCompany or (z) would, in each casethe absence of such delay or suspension, either be required to prematurely disclose material information that the Company may defer filing has a bona fide business purpose for preserving as confidential or would be rendered unable to comply with the Shelf Registration Statement for up to 60 daysrequirements under the Securities Act or the Exchange Act; provided, however, that the Company in no event shall not exercise its right to delay (A) such filing the of such Shelf Registration Statement more than once in any 12 month be delayed under this Section 2.02 for a period that exceeds 90 calendar days or (excluding any delays in filing a registration statement or post-effective amendment pursuant to B) such Selling Holders be suspended under this Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the 2.02 from selling Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) other registration statement for a period that exceeds an aggregate of 90 calendar days in any 365 calendar-day period. The Holders agree to keep the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that the Company shall not exercise its right to suspend any Registration Rights Group's use existence and contents of any prospectus more than twice in Delay Notice confidential and not to use such information for any 12-month periodother purpose. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities are included in the such Shelf Registration Statement, 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 in this Agreement, the Company may amend any Shelf Registration Statement as necessary (the “Financing Amendments”) to include Registrable Securities under this Agreement or any other Registration Rights Agreement with Lenders, and any lapse in effectiveness of such Financing Amendment shall be deemed not to constitute a suspension of Selling Shareholders’ use of a prospectus under Section 2.02(ii). Section 2.03. [Reserved]

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to (i) may all Holders, delay its obligation to file any Shelf the filing of the Washington Resale Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Shares are included in the Washington Resale Registration Statement, suspend such Selling Holder’s use of any prospectus that is a part of the Washington Resale Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Shares pursuant to the Washington Resale Registration Statement but may settle any previously made sales of Registrable Shares) if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2x) the Company is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Company Board determines in good faith that (A) the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Washington Resale Registration StatementStatement or other filings or (B) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Washington Resale Registration Statement (or such filings) to become effective or to promptly amend or supplement the Washington Resale Registration Statement on a post effective basis, as applicable, or (3y) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyBoard, would materially adversely affect the Company; provided, however, in no event shall (A) such filing of the Washington Resale Registration Statement be delayed under clauses (x) or (y) of this Section 2.04 for a period that exceeds sixty (60) days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.04 from selling Registrable Shares pursuant to the Company shall not exercise its right to suspend any Washington Resale Registration Rights Group's use Statement for a period that exceeds an aggregate of any prospectus more than twice ninety (90) days in any twelve (12-) month period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice notice, but in any event within one (1) Business Day of such disclosure or termination, to the Registration Rights Group Selling Holders whose Registrable Securities Shares are included in the Shelf Washington Resale Registration Statement, 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 Shares as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation to file any Shelf Registration Statement if (other provision of this Section 1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice (such notice a “Delay Notice”) to any Registration Rights Group Offering Holder whose Registrable Securities Offering Shares are included in the Shelf Registration Statementregistration statement, voluntarily suspend such Registration Rights Group's use the effectiveness of any prospectus such registration statement for a limited time, which is a part of the Shelf Registration Statement suspension shall in no event be longer than twenty-five (25) days in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statementany three-month period, and no longer than sixty (60) for up to 60 days in any twelve-month period, if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2i) the Company has experienced some other material non-public event been advised by counsel or underwriters to the disclosure Company that the offering of which at such time is not required by law or, in any Offering Shares pursuant to the good faith judgment of the Company, registration statement would materially adversely affect the Company; providedaffect, howeveror would be improper in view of (or improper without disclosure in a prospectus) a proposed financing, that a reorganization, recapitalization, merger, consolidation or similar transaction involving the Company or (ii) if at any time the prospectus included in such registration statement includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of circumstances then existing. Upon receipt of a Delay Notice, the Offering Holder shall not exercise its right to immediately suspend any Registration Rights Group's use and all sales of any prospectus more than twice the Offering Shares until such time as the Company notifies the Offering Holder that such suspension has been terminated and the registration statement is again in any 12-month periodeffect with respect to the Offering Shares (such notice, an “Effective Notice”). Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group Offering Holders whose Registrable Securities Offering Shares are included in the Shelf Registration Statementregistration statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities registrable securities as contemplated in this Agreement. Notwithstanding any provision contained herein to the contrary, the Company’s obligation to include, or continue to include, Offering Shares in any such registration statement under this Section 1 shall continue until the Registration Termination Date.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) Parent may, upon written notice (which notice shall include a certificate signed by an executive officer of Parent that Parent is suspending the use of the prospectus, a general statement of the reason for the suspension and an estimate of the length of the suspension) to any Registration Rights Group Stockholder whose shares of Registrable Securities Stock are included in the Shelf Registration Statement, suspend such Registration Rights Group's Stockholder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group Stockholder shall discontinue sales of the shares of Registrable Securities Stock pursuant to the Shelf Registration Statement, but such Stockholder may settle any prior sales of Registrable Stock) for up to 60 days if (1a) the Company Parent is pursuing an a material financing, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or Parent is resolving comments on its public filings with the Commission or other similar events and the Company Board or the Chief Executive Officer of Parent determines in good faith that the Company's Parent’s ability to pursue or consummate such a transaction or resolve such comments would be materially adversely affected by any required disclosure of such transaction or comments in the Shelf Registration Statement Statement, or (2b) the Company Parent has experienced some other material non-public event the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyBoard or the Chief Executive Officer of Parent, would materially adversely affect the Companybe premature; provided, however, that the Company in no event shall not exercise its right to suspend any Registration Rights Group's use such suspension period exceed an aggregate of any prospectus more than twice one hundred twenty (120) days in any 12consecutive 365-month day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company Parent shall promptly (x) provide prompt notice to the Registration Rights Group whose Registrable Securities are included in the Shelf Registration StatementStockholder Representative, and shall promptly (y) terminate any suspension of sales it has put into effect and shall (z) take such other actions necessary to permit registered sales of Registrable Securities Stock as required or contemplated in by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the Shelf Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an a material acquisition, merger, reorganization, disposition or other similar material transaction and the Company determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf such Registration Statement, or (3ii) the Company or any of its Affiliates has experienced some other material non-public event event, the disclosure of which at such time is not required by law ortime, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, that in no event shall the Company Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement (x) during the 30-day period following the applicable Installment Payment Date, or (y) for a period that exceeds an aggregate of 60 days in any 180-day period or 90 days in any 365-day period, and there shall not exercise its right to suspend be less than 30 days between any Registration Rights Group's use of any prospectus more than twice in any 12-month periodtwo such suspensions. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)causing any suspension, the Company shall promptly provide prompt notice to the Registration Rights Group Holders whose Registrable Securities are included in the Shelf such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered the Holders to resume sales of Registrable Securities as contemplated under the Registration Statement. Notwithstanding the foregoing, if on the applicable Determination Date, the Company has knowledge that either clause (i) or (ii) of this Section 3.01(b) would trigger such delay rights with respect to an Installment Payment, then the Company shall cause the Buyer to elect on the applicable Determination Date to make such Installment Payment in this cash to TEG under the Purchase Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the CompanyLinn Energy: (i) may may, upon written notice to any Registration Rights Group whose Registrable Securities are to be included in a Shelf Registration Statement, delay its obligation to file any Shelf Registration Statement if (1A) Linn Energy intends to effect a public offering within 30 60 days of following the receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company Linn Energy has taken affirmative steps in contemplation of such public offering, (2B) the Company Linn Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Linn Energy determines in good faith that the CompanyLinn Energy's 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 (3C) the Company Linn Energy has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyLinn Energy, would materially adversely affect the CompanyLinn Energy, then, in each case, the Company Linn Energy may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company Linn Energy shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 6.12 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company Linn Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company Linn Energy determines in good faith that the CompanyLinn Energy's 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 (2) the Company Linn Energy has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the CompanyLinn Energy, would materially adversely affect the CompanyLinn Energy; provided, however, that the Company Linn Energy shall not exercise its right to suspend any Registration Rights Group's use of any prospectus more than twice once in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b6.3(b), the Company Linn Energy shall provide prompt notice to the Registration Rights Group 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 actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days other provision of receipt of a written request from any Registration Rights Groupthis Section 3, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice (such notice a “Delay Notice”) to any Registration Rights Group Offering Holder whose Registrable Securities Offering Shares are included in the Shelf Registration Statementregistration statement, voluntarily suspend such Registration Rights Group's use the effectiveness of any prospectus such registration statement for a limited time, which is a part of the Shelf Registration Statement suspension shall in no event be longer than twenty-five (25) days in which event the Registration Rights Group shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statementany three-month period, and no longer than sixty (60) for up to 60 days in any twelve-month period, if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2i) the Company has experienced some other material non-public event been advised by counsel or underwriters to the disclosure Company that the offering of which at such time is not required by law or, in any Offering Shares pursuant to the good faith judgment of the Company, registration statement would materially adversely affect the Company; providedaffect, howeveror would be improper in view of (or improper without disclosure in a prospectus) a proposed financing, that a reorganization, recapitalization, merger, consolidation or similar transaction involving the Company or (ii) if at any time the prospectus included in such registration statement includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of circumstances then existing. Upon receipt of a Delay Notice, the Offering Holder shall not exercise its right to immediately suspend any Registration Rights Group's use and all sales of any prospectus more than twice the Offering Shares until such time as the Company notifies the Offering Holder that such suspension has been terminated and the registration statement is again in any 12-month periodeffect with respect to the Offering Shares (such notice, an “Effective Notice”). Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group Offering Holders whose Registrable Securities Offering Shares are included in the Shelf Registration Statementregistration statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities registrable securities as contemplated in this Agreement. Notwithstanding any provision contained herein to the contrary, the Company’s obligation to include, or continue to include, Offering Shares in any such registration statement under this Section 3 shall continue until the Registration Termination Date.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement or to be qualified under a Base Shelf Prospectus, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement or in Canada, a Shelf Prospectus Supplement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement or in Canada, under the Base Shelf Prospectus using a Shelf Prospectus Supplement, as applicable) if (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ’s ability to pursue or consummate such a transaction would be materially adversely affected in any material respect by any required disclosure the use of such transaction in Registration Statement or Shelf Prospectus Supplement by the Shelf Registration StatementSelling Holder, or (3ii) the Company has experienced some other use of such Registration Statement or Shelf Prospectus Supplement by the Selling Holder would require the disclosure of material non-public event information that the disclosure of which at such time is Company has a bona fide business purpose for preserving or not required by law or, disclosing publicly in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that in no event shall the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf Registration Statement) for up to 60 days if (1) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (2) in Canada, under the Company has experienced some other material non-public event the disclosure of which at such time is not required by law orBase Shelf Prospectus using a Shelf Prospectus Supplement, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, for a period that the Company shall not exercise its right to suspend any Registration Rights Group's use of any prospectus exceeds 60 consecutive calendar days or more than twice 120 total calendar days in any 12-month period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt notice to the Registration Rights Group Selling Holders whose Registrable Securities are included in the such Registration Statement or to be qualified under a Base Shelf Registration StatementProspectus, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities or in Canada, the qualification of Registrable Securities under the Base Shelf Prospectus, as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company: (i) may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, the Company notifies the requesting Registration Rights Group of the Company's intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, the Company has taken affirmative steps in contemplation of such public offering, (2) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's 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 (3) the Company has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of the Company, would materially adversely affect the Company, then, in each case, the Company may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not exercise its right to delay filing the Shelf Registration Statement more than once in any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 14.11 hereof); (ii) may, upon written notice to (a) all Holders, delay the filing and effectiveness of the Shelf Registration Statement or (b) any Registration Rights Group Selling Holder whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group's Selling Holder’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration StatementStatement but such Selling Holder may settle any contracted sales of Registrable Securities) for up to 60 days if if: (1i) the Company is pursuing a pending transaction, including an acquisition, merger, reorganization, tender offer, business combination, corporate reorganization, disposition or other similar transaction (including a pending securities offering) and the Company Board of Directors determines in good faith that it is in the Company's ability best interests of the Company not to pursue or consummate such a transaction would be materially adversely affected by disclose the existence of material facts surrounding any required disclosure of such transaction in the Shelf Registration Statement Statement, or (2ii) the Company has experienced some other material non-public event or circumstance the disclosure of which at such time is not required by law ortime, in the good faith judgment of the CompanyBoard of Directors, would materially adversely affect it is in the Companybest interest of the Company to not disclose; provided, however, that in no event shall (A) such filing and effectiveness of the Company shall not exercise its right Shelf Registration Statement be delayed under this Section 2.01(b) for a period that exceeds 45 days or (B) such Selling Holders be suspended under this Section 2.01(b) from selling Registrable Securities pursuant to suspend any the Shelf Registration Rights Group's use Statement for a period that exceeds an aggregate of any prospectus more than twice 60 days in any 12180-month day period or 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described in this Section 14.3(b)above, the Company shall provide prompt written notice to the Registration Rights Group whose Registrable Securities are included in the Shelf Registration StatementHolders, and shall promptly terminate any suspension of the filing or effectiveness of the Shelf Registration Statement and/or any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If the Company exercises its suspension rights under this Section 2.01(b), then during any such suspension period, the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of any equity securities of the Company (whether for the benefit of the Company or a third Person), except (A) transactions involving the issuance or purchase of any equity securities of the Company as contemplated by Company employee benefit plans or employee or director arrangements and (B) the issuance of equity securities of the Company as acquisition consideration pursuant to any transaction set forth in clause (i) of this Section 2.01(b).