Common use of Postponement; Suspensions; Blackout Period Clause in Contracts

Postponement; Suspensions; Blackout Period. (i) The Company may postpone the filing or the effectiveness of a Shelf Registration Statement or the commencement of a Shelf Take-Down (or suspend the continued use of a Shelf Registration Statement), including requiring the Stockholders to suspend any offerings of Registrable Securities pursuant hereto (a “Suspension”), (A) for a period of up to three (3) days following the date on which the Company files information with the SEC that must be incorporated by a post-effective amendment to the Shelf Registration Statement; provided that such post-effective amendment must be filed promptly following such date, (B) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act or (C) if, based on the good faith judgment of the Board of Directors, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board of Directors, after consultation with outside counsel to the Company, has in good faith determined (1) would be required to be made in any Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) would not be required to be made at such time but for the filing or continued use of such Registration Statement, and (3) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the Stockholders participating in such registration notice (a “Suspension Notice”) of the Company’s determination to postpone or suspend use of the Shelf Registration Statement, as applicable; provided that, in each case, the Stockholders requesting a Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, the Company shall pay all expenses incurred by the Stockholders, including fees of one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration and such Shelf Take-Down shall not count against the number of Underwritten Shelf Take-Downs permitted pursuant to Section 2(d). If Stockholders otherwise withdraw a request for a Shelf Take-Down, other than following the receipt of a Suspension Notice, the Stockholders shall pay all expenses incurred by the Stockholders, including fees of legal counsel, in connection with such withdrawn registration and such Shelf Take-Down shall not count as an Underwritten Shelf Take-Down; provided that, at the option of the Stockholders, the Company shall pay all expenses incurred by the Stockholders, including fees and one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration if such Shelf Take-Down counts against the number of Underwritten Shelf Take-Downs pursuant to Section 2(d). The Company shall provide prompt written notice to the Stockholders (an “End of Suspension Notice”) of (x) the fact that the circumstances giving rise to such Suspension no longer exist, (y) the Company’s decision to commence such Shelf Take-Down following such Suspension and (z) the commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section 2(i)(i), with respect to Section 2(i)(i)(C), the Company shall not effect any Suspension(s) more than two (2) times during any twelve (12)-month period or for more than sixty (60) consecutive calendar days or for a period in the aggregate exceeding ninety (90) calendar days in any twelve (12)-month period. No Stockholder shall effect any sales of shares of Common Stock pursuant to a Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Company may not effect any other Registration Statement during the term of any Suspension. (ii) Each Stockholder agrees that, except as required by Law, it shall treat as confidential the receipt of any Suspension Notice; provided that in no event shall such Suspension Notice contain any material nonpublic information of the Company (other than the existence of such Suspension Notice).

Postponement; Suspensions; Blackout Period. (i1) The Company may postpone the filing or the effectiveness of a Shelf Demand Registration Statement or the commencement of a Shelf Take-Down (or suspend the continued use of a an effective Demand Registration Statement or Shelf Registration Statement), including requiring the TPG Stockholders to suspend any offerings of Registrable Securities pursuant hereto (a “Suspension”)to this Agreement, (A) for a period of up to three (3) days following the date on which the Company files information with the SEC that must be incorporated by a post-effective amendment to the Shelf Registration Statement; provided that such post-effective amendment must be filed promptly following such date, (Bi) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act (subject to the Company’s compliance with its obligations under Section 3(a)(xi) herein), (ii) during the first month after the end of a fiscal quarter of the Company (i.e., January, April, July and October to the extent the Company’s fiscal quarters end on December 31, March 31, June 30 and September 30) if the Company delivers to the TPG Stockholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating that, based on the good faith judgment of the Company, after consultation with outside counsel to the Company, such postponement or suspension is necessary in order to avoid the premature disclosure of material non-public information (including financial results for the preceding fiscal quarter) and the Company has a bona fide business purpose for not disclosing such information publicly at that time or (Ciii) if, based on the good faith judgment of the Board of DirectorsBoard, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board of DirectorsBoard, after consultation with outside counsel to the Company, has in good faith determined (1A) would be required to be made in any Demand Registration Statement or Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading if such information is not included, (2B) such disclosure would not be required to be made at such time but for the filing or continued use of such Registration Statement, Statement and (3C) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the TPG Stockholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating the Company may, upon giving prompt written notice (a “Suspension Notice”) of such action to the Company’s determination to TPG Stockholders participating in such registration, postpone or suspend use of the Demand Registration Statement or Shelf Registration Statement, as applicableapplicable (any such postponement or suspension pursuant to Section 2(i)(1)(i), (ii) or (iii), a “Suspension”); provided thatprovided, however, in each case, that the Stockholders TPG Stockholder requesting a Demand Registration Statement or Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Demand Registration Statement becomes effective or before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, the Company shall pay all expenses incurred by the Stockholders, including fees of one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration and such Shelf Take-Down shall not count against the number of Underwritten Shelf Take-Downs permitted pursuant to Section 2(d). If Stockholders otherwise withdraw a request for a Shelf Take-Down, other than following the receipt of a Suspension Notice, the Stockholders shall pay all expenses incurred by the Stockholders, including fees of legal counsel, in connection with such withdrawn registration and such Demand Registration or Shelf Take-Down shall not count as an Underwritten a Demand Registration or, if applicable, a Shelf Take-Down; provided that, at the option of the Stockholders, the Company shall pay all expenses incurred by the Stockholders, including fees and one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration if such Shelf Take-Down counts against the number of Underwritten Shelf Take-Downs pursuant to Section 2(d)involving Substantial Marketing Efforts. The Company shall provide prompt written notice to the Stockholders such TPG Stockholder (an “End of Suspension Notice”) of (x) the fact that the circumstances giving rise to such Suspension no longer exist, (yi) the Company’s decision to file or seek effectiveness of such Demand Registration Statement or commence such Shelf Take-Down following such Suspension and (zii) the effectiveness of such Demand Registration Statement or commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section 2(i)(i2(i), (y) with respect to Section 2(i)(i)(C2(i)(1)(ii), any such Suspension or ability to suspend pursuant to such clause shall terminate at the closing of trading on the New York Stock Exchange on the second trading day after the Company issues an earnings release for the applicable preceding quarter and (z) with respect to Section 2(i)(1)(iii), the Company shall not effect any Suspension(s) a Suspension of the filing or effectiveness of a Demand Registration Statement or the commencement of a Shelf Take-Down more than two (2) times twice during any twelve (12)-month twelve-month period or for more than sixty (60) consecutive calendar days or for a period exceeding thirty (30) days in the aggregate exceeding ninety (90) calendar days in any twelve (12)-month twelve-month period. No TPG Stockholder shall effect any sales of shares of Common Stock Shares pursuant to a Demand Registration Statement or Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Company may not effect any other Registration Statement during the term of any Suspension. (ii2) Each TPG Stockholder agrees that, except as required by Lawapplicable law, it shall treat as confidential the receipt of any Suspension Notice; provided Notice (provided, however, that in no event shall such Suspension Notice notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company (until such time as the information contained therein is or becomes public, other than as a result of disclosure by breach of the existence terms of such Suspension Notice)this Agreement.

Postponement; Suspensions; Blackout Period. (i) The Company may postpone the filing or the effectiveness of a Shelf Demand Registration Statement or the commencement of a Shelf Take-Down (or suspend the continued use of a an effective Demand Registration Statement or Shelf Registration Statement), including requiring the Stockholders Shareholders to suspend any offerings of Registrable Securities pursuant hereto (a “Suspension”), (A) for a period of up to three (3) days following the date on which the Company files information with the SEC that must be incorporated by a post-effective amendment to the Shelf Registration Statement; provided that such post-effective amendment must be filed promptly following such date, (B) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act or (CB) if, based on the good faith judgment of the Board of Directors, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board of Directors, after consultation with outside counsel to the Company, has in good faith determined (1) would be required to be made in any Demand Registration Statement or Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) would not be required to be made at such time but for the filing or continued use of such Registration Statement, and (3) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the Stockholders Shareholders participating in such registration notice (a “Suspension Notice”) of the Company’s determination to postpone or suspend use of the Demand Registration Statement or Shelf Registration Statement, as applicable; provided thatprovided, however, in each case, that the Stockholders Shareholders requesting a Demand Registration Statement or Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Demand Registration Statement becomes effective or before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, the Company shall pay all expenses incurred by the StockholdersShareholders, including fees of one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration and such Demand Registration or Shelf Take-Down shall not count against the number of Demand Registrations or Underwritten Shelf Take-Downs permitted pursuant to Section 2(d). If Stockholders Shareholders otherwise withdraw a request for a Demand Registration Statement or Shelf Take-Down, other than following the receipt of a Suspension Notice, the Stockholders Shareholders shall pay all expenses incurred by the StockholdersShareholders, including fees of legal counsel, in connection with such withdrawn registration and such Demand Registration or Shelf Take-Down shall not count as a Demand Registration or an Underwritten Shelf Take-Down; provided that, at the option of the StockholdersShareholders, the Company shall pay all expenses incurred by the StockholdersShareholders, including fees and one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration if such Demand Registration or Shelf Take-Down counts against the number of Demand Registrations or Underwritten Shelf Take-Downs pursuant to Section 2(d). The Company shall provide prompt written notice to the Stockholders Shareholders (an “End of Suspension Notice”) of (x) the fact that the circumstances giving rise to such Suspension no longer exist, (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement or commence such Shelf Take-Down following such Suspension and (z) the effectiveness of such Demand Registration Statement or commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section 2(i)(i), with respect to Section 2(i)(i)(C2(i)(i)(B), the Company shall not effect any Suspension(s) more than two (2) times during any twelve (12)-month 12-month period or for more than sixty (60) consecutive calendar days or for a period in the aggregate exceeding ninety (90) calendar days in any twelve (12)-month 12-month period. No Stockholder Shareholder shall effect any sales of shares of Common Stock pursuant to a Demand Registration Statement or Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Company may not file or effect any other Registration Statement during the term of any Suspension. (ii) Each Stockholder Shareholder agrees that, except as required by Law, it shall treat as confidential the receipt of any Suspension Notice; provided provided, however, that in no event shall such Suspension Notice contain any material nonpublic information of the Company (other than the existence of such Suspension Notice).

Postponement; Suspensions; Blackout Period. (i) The Company may postpone the filing or the effectiveness of a Shelf Registration Statement or the commencement of a Shelf Take-Down (or suspend the continued use of a Shelf Registration Statement), including requiring the Stockholders Shareholders to suspend any offerings of Registrable Securities pursuant hereto (a “Suspension”), (A) if the Shelf Registration Statement is a Form S-1 Shelf, (x) for a period of up to three (3) days following the date on which the Company files information with the SEC that must be incorporated by a post-effective amendment to the Shelf Registration StatementForm S-1 Shelf; provided that such post-effective amendment must be filed promptly following such date, or (y) for a period of up to ten (10) days following the date on which the Company files a post-effective amendment to the Form S-1 Shelf to convert it into a Form S-3 Shelf, (B) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act or (C) if, based on the good faith judgment of the Board of Directors, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board of Directors, after consultation with outside counsel to the Company, has in good faith determined (1) would be required to be made in any Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) would not be required to be made at such time but for the filing or continued use of such Registration Statement, and (3) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the Stockholders Shareholders participating in such registration notice (a “Suspension Notice”) of the Company’s determination to postpone or suspend use of the Shelf Registration Statement, as applicable; provided that, in each case, the Stockholders Shareholders requesting a Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, the Company shall pay all expenses incurred by the StockholdersShareholders, including fees of one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration and such Shelf Take-Down shall not count against the number of Underwritten Shelf Take-Downs permitted pursuant to Section 2(d). If Stockholders Shareholders otherwise withdraw a request for a Shelf Take-Down, other than following the receipt of a Suspension Notice, the Stockholders Shareholders shall pay all expenses incurred by the StockholdersShareholders, including fees of legal counsel, in connection with such withdrawn registration and such Shelf Take-Down shall not count as an Underwritten Shelf Take-Down; provided that, at the option of the StockholdersShareholders, the Company shall pay all expenses incurred by the StockholdersShareholders, including fees and one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration if such Shelf Take-Down counts against the number of Underwritten Shelf Take-Downs pursuant to Section 2(d). The Company shall provide prompt written notice to the Stockholders Shareholders (an “End of Suspension Notice”) of (x) the fact that the circumstances giving rise to such Suspension no longer exist, (y) the Company’s decision to commence such Shelf Take-Down following such Suspension and (z) the commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section 2(i)(i), with respect to Section 2(i)(i)(C), the Company shall not effect any Suspension(s) more than two (2) times during any twelve (12)-month 12-month period or for more than sixty (60) consecutive calendar days or for a period in the aggregate exceeding ninety (90) calendar days in any twelve (12)-month 12-month period. No Stockholder Shareholder shall effect any sales of shares of Common Stock pursuant to a Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Company may not effect any other Registration Statement during the term of any Suspension. (ii) Each Stockholder Shareholder agrees that, except as required by Law, it shall treat as confidential the receipt of any Suspension Notice; provided that in no event shall such Suspension Notice contain any material nonpublic information of the Company (other than the existence of such Suspension Notice).

Postponement; Suspensions; Blackout Period. (i) The Company may postpone the filing or the effectiveness of a Shelf Demand Registration Statement or the commencement of a Shelf Take-Down (or suspend the continued use of a an effective Demand Registration Statement or Shelf Registration Statement), including requiring the Stockholders Shareholders to suspend any offerings of Registrable Securities pursuant hereto (a “Suspension”)to this Agreement, (A) for a period of up to three (3) days following the date on which the Company files information with the SEC that must be incorporated by a post-effective amendment to the Shelf Registration Statement; provided that such post-effective amendment must be filed promptly following such date, (Bi) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act or (Cii) if, based on the good faith judgment of the Board of Directors, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board of Directors, after consultation with outside counsel to the Company, has in good faith determined (1A) would be required to be made in any Demand Registration Statement or Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2B) such disclosure would not be required to be made at such time but for the filing or continued use of such Registration Statement, Statement and (3C) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the Stockholders Shareholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating the Company may, upon giving prompt written notice (a “Suspension Notice”) of such action to the Company’s determination to Shareholders participating in such registration, postpone or suspend use of the Demand Registration Statement or Shelf Registration Statement, as applicableapplicable (any such postponement or suspension pursuant to this Section 2(i)(i)(i) or (ii), a “Suspension”); provided thatprovided, however, in each case, that the Stockholders Shareholder requesting a Demand Registration Statement or Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Demand Registration Statement becomes effective or before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, the Company shall pay all expenses incurred by the StockholdersShareholders, including fees of one legal counsel (subject to the caps contained herein)counsel, in connection with such withdrawn registration and such Demand Registration or Shelf Take-Down shall not count against the number of as a Demand Registration or an Underwritten Shelf Take-Downs permitted pursuant to Section 2(d)Down. If Stockholders Shareholders otherwise withdraw a request for a Demand Registration Statement or Shelf Take-Down, other than following the receipt of a Suspension Notice, the Stockholders Shareholders shall pay all expenses incurred by the StockholdersShareholders, including fees of legal counsel, in connection with such withdrawn registration and such Demand Registration or Shelf Take-Down shall not count as a Demand Registration or an Underwritten Shelf Take-Down; provided that, at the option of the StockholdersShareholders, the Company shall pay all expenses incurred by the StockholdersShareholders, including fees and one legal counsel (subject to the caps contained herein)counsel, in connection with such withdrawn registration if such Demand Registration or Shelf Take-Down counts against the number of as a Demand Registration or an Underwritten Shelf Take-Downs pursuant to Section 2(d)Down. The Company shall provide prompt written notice to the Stockholders Shareholders (an “End of Suspension Notice”) of (x) the fact that the circumstances giving rise to such Suspension no longer exist, (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement or commence such Shelf Take-Down following such Suspension and (zy) the effectiveness of such Demand Registration Statement or commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section 2(i)(i), with respect to Section 2(i)(i)(C2(i)(i)(ii), the Company shall not effect any Suspension(s) a Suspension of the filing or effectiveness of a Demand Registration Statement or the commencement of a Shelf Take-Down more than two three (23) times during any twelve (12)-month twelve-month period or for more than sixty (60) consecutive calendar days or for a period in the aggregate exceeding ninety (90) calendar days in any twelve (12)-month twelve-month period. No Stockholder Shareholder shall effect any sales of shares of Common Stock pursuant to a Demand Registration Statement or Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Company may not file or effect any other Registration Statement during the term of any Suspension. (ii) Each Stockholder Shareholder agrees that, except as required by Lawapplicable law, it shall treat as confidential the receipt of any Suspension Notice; provided provided, however, that in no event shall such Suspension Notice contain any material nonpublic information of the Company (other than the existence of such Suspension Notice)Company.

Postponement; Suspensions; Blackout Period. (i1) The Company may postpone the filing or the effectiveness of a Shelf Demand Registration Statement or the commencement of a Shelf Take-Down (or suspend the continued use of a an effective Demand Registration Statement or Shelf Registration Statement), including requiring the Stockholders to suspend any offerings of Registrable Securities pursuant hereto (a “Suspension”)to this Agreement, (A) for a period of up to three (3) days following the date on which the Company files information with the SEC that must be incorporated by a post-effective amendment to the Shelf Registration Statement; provided that such post-effective amendment must be filed promptly following such date, (Bi) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act or (Cii) if, based on the good faith judgment of the Board of Directors, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board of Directors, after consultation with outside counsel to the Company, has in good faith determined (1A) would be required to be made in any Demand Registration Statement or Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2B) such disclosure would not be required to be made at such time but for the filing or continued use of such Registration Statement, Statement and (3C) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the Stockholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating the Company may, upon giving prompt written notice (a “Suspension Notice”) of such action to the Company’s determination to Stockholders participating in such registration, postpone or suspend use of the Demand Registration Statement or Shelf Registration Statement, as applicableapplicable (any such postponement or suspension pursuant to this Section 2(i)(1)(i) or (ii), a “Suspension”); provided thatprovided, however, in each case, that the Stockholders Stockholder requesting a Demand Registration Statement or Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Demand Registration Statement becomes effective or before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, the Company shall pay be responsible for all expenses incurred by the StockholdersRegistration Expenses, including the reasonable and documented fees of one legal counsel (subject for all Stockholders, such reimbursement of the Stockholders not to the caps contained herein)exceed $50,000, in connection with such withdrawn registration and such Demand Registration or Shelf Take-Down shall not count against the number of as a Demand Registration or an Underwritten Shelf Take-Downs permitted pursuant to Section 2(d)Down. If Stockholders otherwise withdraw a request for a an Underwritten Shelf Take-DownDown or a Demand Registration, other than following the receipt of a Suspension Notice, the Stockholders shall pay all expenses incurred by the Stockholders, including fees of legal counsel, Company in connection with such withdrawn registration and unless such Shelf Take-Down withdrawn registration shall not count as a Demand Registration and an Underwritten Shelf Take-Down; provided that, at the option of the Stockholders, the Company shall pay all expenses incurred by the Stockholders, including fees and one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration if such Shelf Take-Down counts against the number of Underwritten Shelf Take-Downs pursuant to Section 2(d). The Company shall provide prompt written notice to the Stockholders (an “End of Suspension Notice”) of (x) the fact that the circumstances giving rise to such Suspension no longer exist, (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement or commence such Shelf Take-Down following such Suspension and (zy) the effectiveness of such Demand Registration Statement or commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section 2(i)(i2(i)(1), with respect to Section 2(i)(i)(C2(i)(1)(ii), the Company shall not effect any Suspension(s) a Suspension of the filing or effectiveness of a Demand Registration Statement or the commencement of a Shelf Take-Down more than two three (23) times during any twelve (12)-month twelve-month period or for more than sixty (60) consecutive calendar days or for a period in the aggregate exceeding ninety one hundred and eighty (90180) calendar days in any twelve (12)-month twelve-month period. No Stockholder shall effect any sales of shares of Common Stock pursuant to a Demand Registration Statement or Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Company may not effect any other Registration Statement during the term of any Suspension. (ii2) Each Stockholder agrees that, except as required by Lawapplicable law, it shall treat as confidential the receipt of any Suspension Notice; provided that Notice hereunder and shall not disclose or use the information contained in no event shall such Suspension Notice contain any material nonpublic information without the prior written consent of the Company (until such time as the information contained therein is or becomes public, other than as a result of disclosure by such Stockholder in breach of the existence terms of such Suspension Notice)this Agreement.

Postponement; Suspensions; Blackout Period. (i1) The Beginning thirty (30) days after the date of this Agreement, the Company may postpone the filing or the effectiveness of a Shelf Registration Statement or the commencement of a Shelf Take-Down (or suspend the continued use of a an effective Shelf Registration Statement), including requiring the Stockholders any Holders to suspend any offerings of Registrable Securities pursuant hereto (a “Suspension”)to this Agreement, (A) for a period of up to three (3) days following the date on which the Company files information with the SEC that must be incorporated by a post-effective amendment to the Shelf Registration Statement; provided that such post-effective amendment must be filed promptly following such date, (Bi) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act (subject to the Company’s compliance with its obligations under Section 3(a)(xii) herein) or (Cii) if, if the Company delivers to the Holders participating in such registration (or a representative of such Holders) an officers’ certificate (a “Suspension Notice”) executed by the Company’s chief executive officer stating that based on the good faith judgment of the Board of DirectorsBoard, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board of Directors, after consultation with outside counsel to the Company, has in good faith determined (1) would be required to be made in any Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) would not be required to be made at such time but for the filing or continued use of such Registration Statement, and (3) the Company has determined that the commencement of a bona fide business purpose for not disclosing publicly, and Shelf Take-Down or the Company delivers to the Stockholders participating in such registration notice (a “Suspension Notice”) of the Company’s determination to postpone or suspend continued use of the Shelf Registration StatementStatement would require public disclosure by the Company of material nonpublic information (any such suspension pursuant to Section 2(i)(1)(i) or (ii), as applicable; provided that, in each casea “Suspension”). Promptly following the cessation or discontinuance of the facts and circumstances forming the basis for any Suspension Notice, the Stockholders requesting a Company shall use its commercially reasonable efforts to (i) amend the Registration Statement and/or amend or supplement the related prospectus included therein to the extent necessary, (ii) take all other actions reasonably necessary, to allow the commencement of the Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, the Company shall pay all expenses incurred by the Stockholders, including fees of one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration and such Shelf Take-Down shall not count against the number of Underwritten Shelf Take-Downs permitted pursuant to Section 2(d). If Stockholders otherwise withdraw a request for a Shelf Take-Down, other than following the receipt of a Suspension Notice, the Stockholders shall pay all expenses incurred by the Stockholders, including fees of legal counsel, in connection with such withdrawn registration and such Shelf Take-Down shall not count as an Underwritten Shelf Take-Down; provided that, at the option use of the StockholdersShelf Registration Statement to recommence as promptly as possible, the Company shall pay all expenses incurred by the Stockholders, including fees and one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration if such Shelf Take-Down counts against the number of Underwritten Shelf Take-Downs pursuant to Section 2(d). The Company shall iii) promptly provide prompt written notice to the Stockholders such Holders (or a representative of such Holders) (an “End of Suspension Notice”) of (x) the fact that the circumstances giving rise to such Suspension no longer exist, (yA) the Company’s decision to commence such Shelf Take-Down or the recommencement of the use of the Shelf Registration Statement following such Suspension and (zB) the commencement of such Shelf Take-Down, if applicable. Notwithstanding the provisions of this Section 2(i)(i), with respect to Section 2(i)(i)(C), the The Company shall not effect any Suspension(s) more than two (2) times during any twelve (12)-month period a Suspension of the use of the Shelf Registration Statement or for more than sixty (60) consecutive calendar days or the commencement of a Shelf Take-Down for a period exceeding forty-five (45) consecutive days or one hundred twenty (120) days in the aggregate exceeding ninety (90) calendar days in any twelve three hundred and sixty (12)-month 360) day period. No Stockholder Holder shall effect any sales of shares of Common Stock pursuant to a Registration Statement (including a Shelf Registration Statement Statement) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Company may not effect any other Registration Statement during the term of any Suspension. (ii2) Each Stockholder Holder agrees that, except as required by Lawapplicable law, it shall treat as confidential the receipt of any Suspension Notice; provided Notice (provided, however, that in no event shall such Suspension Notice notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company (until such time as the information contained therein is or becomes public, other than as a result of disclosure by breach of the existence terms of such Suspension Notice)this Agreement.

Postponement; Suspensions; Blackout Period. (i) a. The Company may postpone the filing or the effectiveness of a Shelf Demand Registration Statement or the commencement of a Shelf Take-Down (or suspend the continued use of a an effective Demand Registration Statement or Shelf Registration Statement), including requiring the Stockholders Shareholders to suspend any offerings of Registrable Securities pursuant hereto (a “Suspension”)to this Agreement, (A) for a period of up to three (3) days following the date on which the Company files information with the SEC that must be incorporated by a post-effective amendment to the Shelf Registration Statement; provided that such post-effective amendment must be filed promptly following such date, (Bi) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act or (Cii) if, based on the good faith judgment of the Board of Directors, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board of Directors, after consultation with outside counsel to the Company, has in good faith determined (1A) would be required to be made in any Demand Registration Statement or Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2B) such disclosure would not be required to be made at such time but for the filing or continued use of such Registration Statement, Statement and (3C) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the Stockholders Shareholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating the Company may, upon giving prompt written notice (a “Suspension Notice”) of such action to the Company’s determination to Shareholders participating in such registration, postpone or suspend use of the Demand Registration Statement or Shelf Registration Statement, as applicableapplicable (any such postponement or suspension pursuant to this Section 2(i)(i)(i) or (ii), a “Suspension”); provided thatprovided, however, in each case, that the Stockholders Shareholder requesting a Demand Registration Statement or Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Demand Registration Statement becomes effective or before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, the Company shall pay all expenses incurred by the StockholdersShareholders, including fees of one legal counsel (subject to the caps contained herein)counsel, in connection with such withdrawn registration and such Demand Registration or Shelf Take-Down shall not count against the number of as a Demand Registration or an Underwritten Shelf Take-Downs permitted pursuant to Section 2(d)Down. If Stockholders Shareholders otherwise withdraw a request for a Demand Registration Statement or Shelf Take-Down, other than following the receipt of a Suspension Notice, the Stockholders Shareholders shall pay all expenses incurred by the StockholdersShareholders, including fees of legal counsel, in connection with such withdrawn registration and such Demand Registration or Shelf Take-Down shall not count as a Demand Registration or an Underwritten Shelf Take-Down; provided that, at the option of the StockholdersShareholders, the Company shall pay all expenses incurred by the StockholdersShareholders, including fees and one legal counsel (subject to the caps contained herein)counsel, in connection with such withdrawn registration if such Demand Registration or Shelf Take-Down counts against the number of as a Demand Registration or an Underwritten Shelf Take-Downs pursuant to Section 2(d)Down. The Company shall provide prompt written notice to the Stockholders Shareholders (an “End of Suspension Notice”) of (x) the fact that the circumstances giving rise to such Suspension no longer exist, (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement or commence such Shelf Take-Down following such Suspension and (zy) the effectiveness of such Demand Registration Statement or commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section 2(i)(i), with respect to Section 2(i)(i)(C2(i)(i)(ii), the Company shall not effect any Suspension(s) a Suspension of the filing or effectiveness of a Demand Registration Statement or the commencement of a Shelf Take-Down more than two three (23) times during any twelve (12)-month twelve-month period or for more than sixty (60) consecutive calendar days or for a period in the aggregate exceeding ninety (90) calendar days in any twelve (12)-month twelve-month period. No Stockholder Shareholder shall effect any sales of shares of Common Stock pursuant to a Demand Registration Statement or Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Company may not file or effect any other Registration Statement during the term of any Suspension. (ii) b. Each Stockholder Shareholder agrees that, except as required by Lawapplicable law, it shall treat as confidential the receipt of any Suspension Notice; provided provided, however, that in no event shall such Suspension Notice contain any material nonpublic information of the Company (other than the existence of such Suspension Notice)Company.

Postponement; Suspensions; Blackout Period. (i1) The Company may postpone the filing or the effectiveness of a Shelf Demand Registration Statement or the commencement of a Shelf Take-Down (or suspend the continued use of a an effective Demand Registration Statement or Shelf Registration Statement), including requiring the Stockholders to suspend any offerings of Registrable Securities pursuant hereto (a “Suspension”)to this Agreement, (A) for a period of up to three (3) days following the date on which the Company files information with the SEC that must be incorporated by a post-effective amendment to the Shelf Registration Statement; provided that such post-effective amendment must be filed promptly following such date, (Bi) during the pendency of a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act (subject to the Company’s compliance with its obligations under Section 3(a)(x) herein) or (Cii) if, based on the good faith judgment of the Board of DirectorsBoard, such postponement or suspension is necessary in order to avoid materially detrimental disclosure of material non-public information that the Board of DirectorsBoard, after consultation with outside counsel to the Company, has in good faith determined (1A) would be required to be made in any Demand Registration Statement or Shelf Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading if such information is not included, (2B) such disclosure would not be required to be made at such time but for the filing or continued use of such Registration Statement, Statement and (3C) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the Stockholders participating in such registration an officers’ certificate executed by the Company’s principal executive officer and principal financial officer stating the Company may, upon giving prompt written notice (a “Suspension Notice”) of such action to the Company’s determination to Stockholders participating in such registration, postpone or suspend use of the Demand Registration Statement or Shelf Registration Statement, as applicableapplicable (any such postponement or suspension pursuant to Section 2(i)(1)(i), (ii) or (iii), a “Suspension”); provided thatprovided, however, in each case, that the Stockholders Stockholder requesting a Demand Registration Statement or Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar notice and before such Demand Registration Statement becomes effective or before such Shelf Take-Down is commenced, to withdraw such request and, if such request is withdrawn, the Company shall pay all expenses incurred by the Stockholders, including fees of one legal counsel (subject to the caps contained herein), Stockholders in connection with such withdrawn registration and such Shelf Take-Down shall not count against the number of Underwritten Shelf Take-Downs permitted pursuant to Section 2(d). If Stockholders otherwise withdraw a request for a Shelf Take-Down, other than following the receipt of a Suspension Notice, the Stockholders shall pay all expenses incurred by the Stockholders, including fees of legal counsel, in connection with such withdrawn registration and such Demand Registration or Shelf Take-Down shall not count as a Demand Registration or, if applicable, an Underwritten Shelf Take-Down; provided that, at the option of the Stockholders, the Company shall pay all expenses incurred by the Stockholders, including fees and one legal counsel (subject to the caps contained herein), in connection with such withdrawn registration if such Shelf Take-Down counts against the number of Underwritten Shelf Take-Downs pursuant to Section 2(d). The Company shall provide prompt written notice to the Stockholders (an “End of Suspension Notice”) of (x) the fact that the circumstances giving rise to such Suspension no longer exist, (yi) the Company’s decision to file or seek effectiveness of such Demand Registration Statement or commence such Shelf Take-Down following such Suspension and (zii) the effectiveness of such Demand Registration Statement or commencement of such Shelf Take-Down. Notwithstanding the provisions of this Section 2(i)(i2(i), with respect to Section 2(i)(i)(C2(i)(1)(ii), the Company shall not effect any Suspension(s) a Suspension of the filing or effectiveness of a Demand Registration Statement or the commencement of a Shelf Take-Down more than two (2) times twice during any twelve (12)-month twelve-month period or for more than sixty (60) consecutive calendar days or for a period in the aggregate exceeding ninety (90) calendar days in the aggregate in any twelve (12)-month twelve-month period. No Stockholder shall effect any sales of shares of Common Stock pursuant to a Demand Registration Statement or Shelf Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. The Company may not effect any other Registration Statement during the term of any Suspension. (ii2) Each Stockholder agrees that, except as required by Lawapplicable law, it shall treat as confidential the receipt of any Suspension Notice; provided Notice (provided, however, that in no event shall such Suspension Notice notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company (until such time as the information contained therein is or becomes public, other than as a result of disclosure by such Stockholder in breach of the existence terms of such Suspension Notice)this Agreement.