Common use of Suspension of Disposition Clause in Contracts

Suspension of Disposition. (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g) or (ii) the advice referenced in this Section 7.3(a). (b) Each Selling Holder shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder The Trust agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), such Holder the Trust shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holderthe Trust’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement the Trust has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g) or (ii) the advice referenced in this Section 7.3(a). (b) Each Selling Holder The Trust shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1, such Selling Holder the Trust shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the HolderTrust’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement the Trust receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder the Trust shall deliver to the Company all copies in such Holderthe Trust’s possession, other than permanent file copies then in such Holderthe Trust’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(d)(ii), 7.1(d)(iii5.1(d)(iii), 7.1(d)(iv5.1(d)(iv), 7.1(d)(v5.1(d)(v) or 7.1(d)(vi)5.1(d)(vi) hereof, such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the The Company shall give any such notice, be required to provide to the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the Holders copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or to take such actions as are necessary so as to enable the Company to advise Holders that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and to provide to Holders copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus within 120 calendar days of the date on which it provides notice to Holders of any event of the type described in Sections 5.1(d)(ii), 5.1(d)(iii), 5.1(d)(iv), 5.1(d)(v) or (ii5.1(d)(vi) the advice referenced in this Section 7.3(a)hereof. (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated of the determination by the Company specified in Section 6.14.1 hereof, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension and (ii)(Aii) written (A) notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(d)(ii), 7.1(d)(iii5.1(d)(iii), 7.1(d)(iv5.1(d)(iv), 7.1(d)(v5.1(d)(v) or 7.1(d)(vi)5.1(d)(vi) hereof, such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.3 hereof will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or (ii) the advice referenced in this Section 7.3(a5.3(a). (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by of the happening of an event specified in Section 6.14.2 hereof, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension and (ii)(Aii) written (A) notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall will the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b5.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) 120 days. In the event the Company gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.3 hereof will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling selling Holder of Registrable Securities covered by such Registration Statement receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(d)(ii), 7.1(d)(iii5.1(d)(iii), 7.1(d)(iv5.1(d)(iv), 7.1(d)(v5.1(d)(v) or 7.1(d)(vi5.1(d)(vi), such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.3 will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) or (ii) the advice referenced in this Section 7.3(a5.3(a). (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by of the happening of an event specified in Section 6.14.2, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension and (ii)(Aii) written (A) notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall will the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b5.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) 120 days. In the event the Company gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.3 will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling selling Holder of Registrable Securities covered by such Registration Statement receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(d)(ii), 7.1(d)(iii5.1(d)(iii), 7.1(d)(iv5.1(d)(iv), 7.1(d)(v5.1(d)(v) or 7.1(d)(vi)5.1(d)(vi) hereof, such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the The Company shall give any such notice, be required to provide to the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the Holders copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or to take such actions as are necessary so as to enable the Company to advise Holders that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and to provide to Holders copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus within one hundred twenty (120) calendar days of the date on which it provides notice to Holders of any event of the type described in Sections 5.1(d)(ii), 5.1(d)(iii), 5.1(d)(iv), 5.1(d)(v) or (ii5.1(d)(vi) the advice referenced in this Section 7.3(a)hereof. (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated of the determination by the Company specified in Section 6.14.1 hereof, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension and (ii)(Aii) written (A) notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the Holder has received copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have until such Holder has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g) or (ii) the advice referenced in this Section 7.3(a). (b) Each Selling Holder shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(d)(ii), 7.1(d)(iii5.1(d)(iii), 7.1(d)(iv5.1(d)(iv), 7.1(d)(v5.1(d)(v) or 7.1(d)(vi)5.1(d)(vi) hereof, such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such HolderXxxxxx’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the The Company shall give any such notice, be required to provide to the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the Holders copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or to take such actions as are necessary so as to enable the Company to advise Holders that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and to provide to Holders copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus within one hundred twenty (120) calendar days of the date on which it provides notice to Holders of any event of the type described in Sections 5.1(d)(ii), 5.1(d)(iii), 5.1(d)(iv), 5.1(d)(v) or (ii5.1(d)(vi) the advice referenced in this Section 7.3(a)hereof. (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated of the determination by the Company specified in Section 6.14.1 hereof, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension and (ii)(Aii) written (A) notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(d)(ii), 7.1(d)(iii5.1(d)(iii), 7.1(d)(iv5.1(d)(iv), 7.1(d)(v5.1(d)(v) or 7.1(d)(vi5.1(d)(vi), such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g5.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.3 will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) or (ii) the advice referenced in this Section 7.3(a5.3(a). (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by of the happening of an event specified in Section 6.14.2, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension and (ii)(Aii) written (A) notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall will the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b5.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) 120 days. In the event the Company gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.3 will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling selling Holder of Registrable Securities covered by such Registration Statement receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(d)(ii), 7.1(d)(iii5.1(d)(iii), 7.1(d)(iv5.1(d)(iv), 7.1(d)(v5.1(d)(v) or 7.1(d)(vi)5.1(d)(vi) hereof, such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such HolderXxxxxx’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the The Company shall give any such notice, be required to provide to the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the Holders copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) hereof or to take such actions as are necessary so as to enable the Company to advise Holders that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and to provide to Holders copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus within thirty (30) calendar days of the date on which it provides notice to Holders of any event of the type described in Sections 5.1(d)(ii), 5.1(d)(iii), 5.1(d)(iv), 5.1(d)(v) or (ii5.1(d)(vi) the advice referenced in this Section 7.3(a)hereof. (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated of the determination by the Company specified in Section 6.14.1 hereof, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension and (ii)(Aii) written (A) notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement Required Period shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g) or (ii) the advice referenced in this Section 7.3(a). (b) Each Selling Holder shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a 16 supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety sixty (9060) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling participating Holder agrees by acquisition of a Registrable Security (and, if such Holder is the VEBA Trust, the VEBA Trustee and the Independent Fiduciary) will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type kind described in Sections 7.1(d)(iiSection 6.1(c)(ii), 7.1(d)(iii6.1(c)(iii), 7.1(d)(iv6.1(c)(iv), 7.1(d)(v6.1(c)(v) or 7.1(d)(vi6.1(c)(vi), such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until receipt by such Holder’s receipt Holder of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g6.1(g) or until it is such Holder has been advised in writing by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event that the Company shall give any such notice, the period of time for which a Demand Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.1(a) will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Demand Registration Statement has shall have received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g6.1(h) or (ii) the written advice referenced in this Section 7.3(a)referred to above. (b) Each Selling participating Holder shall (and, if such Holder is the VEBA Trust, the VEBA Trustee and the Independent Fiduciary) will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1that the Company or any of its subsidiaries is involved in any financing, such Selling acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, disclosure of which would be required in the Registration Statement and the Board of Directors of the Company has determined in the good faith exercise of its reasonable business judgment that disclosure would adversely affect the financing, acquisition, corporate reorganization or other significant transaction, each participating Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) the receipt by such Holder of copies of a supplemented or amended Prospectus describing the financing, acquisition, corporate reorganization or Issuer Free Writing Prospectus and other significant transaction or (ii)(Aii) written notice from the Company that the use termination of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectustransaction; provided, however, that in no event shall the number of days period during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) will not exceed 90 days during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder Stockholder agrees by acquisition of a any Registrable Security Securities that, upon receipt of any written notice (a “Suspension Notice”) from the Company of the occurrence happening of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi)Material Disclosure Event, such Holder Stockholder shall promptly discontinue such Stockholder’s disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such HolderStockholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) prospectus, or until it is advised in writing by the Company in writing (the “Advice”) that the use of the applicable Prospectus or Free Writing Prospectus prospectus may be resumed resumed, and have has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in the prospectus, and, if so directed by the Company, such Prospectus or Free Writing ProspectusStockholder shall deliver to the Company all copies, other than permanent file copies then in such Stockholder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such noticeSuspension Notice, the time period regarding the effectiveness of time for which a Registration Statement must remain effective pursuant to this Agreement registration statements set forth in Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the time period from and including the date of the giving of such notice the Suspension Notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement has registration statement shall have received (i) the copies of the supplemented or amended Prospectus prospectus or Issuer Free Writing Prospectus contemplated the Advice (such period, a “Suspension Period”). The Company shall use its best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable and shall as promptly as practicable after the expiration of the Suspension Period prepare a post-effective amendment or supplement to the registration statement or the prospectus or any document incorporated therein by Section 7.1(g) reference, or (ii) the advice referenced in this Section 7.3(a). (b) Each Selling Holder shall be deemed to have agreed file any required document so that, upon receipt as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any notice from material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything herein to the contrary, the Company contemplated by Section 6.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier not be entitled to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) more than two Suspension Periods during any consecutive 12-month period, together with any other Blackout which Suspension Periods shall have durations of not more than 90 days each; provided, that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates. The fact that a Suspension Period is in such consecutive 12-month period, exceed an aggregate effect under this Section 2.6 shall not relieve the contractual obligations of ninety (90) days. In the event the Company gives as set forth in Section 2.5 or in any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant SEC rules to this Agreement shall be extended by the number of days during the time period from file timely reports and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent otherwise file copies then in such Holder’s possession or as may be material required to be retained in accordance with applicable law, of filed under the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3Exchange Act.

Suspension of Disposition. (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(d)(ii), 7.1(d)(iii5.1(d)(iii), 7.1(d)(iv), 7.1(d)(v5.1(d)(iv),5.1(d)(v) or 7.1(d)(vi5.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities covered by a the Initial Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the Holder has received copies of the supplemented or amended Prospectus contemplated by Section 7.1(g5.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have until such Holder has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a the Initial Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Initial Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) or (ii) the advice referenced in this Section 7.3(a5.3(a). (b) Each Selling Holder shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.14.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a the Initial Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b5.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.14.1, the period of time for which a the Initial Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Initial Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.35.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type kind described in Sections 7.1(d)(iiSection 4.1(c)(ii), 7.1(d)(iii4.1(c)(iii), 7.1(d)(iv4.1(c)(iv), 7.1(d)(v4.1(c)(v) or 7.1(d)(vi4.1(c)(vi), such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g4.1(g) or until it is advised in writing (the “Advice”) by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.5 will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g4.1(g) or (ii) the advice referenced in this Section 7.3(a)Advice. (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by of the happening of an event specified in Section 6.12.2(b), disclosure of which would be required in the Registration Statement and the Board of Directors of the Company has determined in the good faith exercise of its reasonable business judgment that disclosure would adversely affect the Company, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of Holder receives (i) copies of a supplemented or amended Prospectus describing the event giving rise to the aforementioned suspension or Issuer Free Writing Prospectus and (ii)(Aii) written (A) notice in writing from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days periods during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) shall not exceed two 90-day periods during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.1 will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type kind described in Sections 7.1(d)(iiSection 4.1(c)(ii), 7.1(d)(iii4.1(c)(iii), 7.1(d)(iv4.1(c)(iv), 7.1(d)(v4.1(c)(v) or 7.1(d)(vi4.1(c)(vi), such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g4.1(g) or until it is advised in writing (the “Advice”) by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall Required Period will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g4.1(g) or (ii) the advice referenced in Advice. Any Holder receiving any such written notice from the Company pursuant to this Section 7.3(a)4.3(a) shall treat such notice confidentially and shall not disclose such information to any Person other than as necessary to exercise it rights under this Agreement or as required by applicable law or court order. (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by of the happening of an event specified in Section 6.12.2, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of Holder receives (i) copies of a supplemented or amended Prospectus describing the event giving rise to the aforementioned suspension or Issuer Free Writing Prospectus and (ii)(Aii) written (A) notice in writing from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall Required Period will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each . Any Holder shall deliver to the Company all copies in receiving any such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of written notice from the Company of any suspension contemplated by pursuant to this Section 7.34.3(b) shall treat such notice confidentially and shall not disclose such information to any Person other than as necessary to exercise it rights under this Agreement or as required by applicable law or court order.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type kind described in Sections 7.1(d)(iiSection 4.1(c)(ii), 7.1(d)(iii4.1(c)(iii), 7.1(d)(iv4.1(c)(iv), 7.1(d)(v4.1(c)(v) or 7.1(d)(vi4.1(c)(vi), such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g4.1(g) or until it is advised in writing (the “Advice”) by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.5 will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g4.1(g) or (ii) the advice referenced in this Section 7.3(a)Advice. (b) Each Selling Holder shall Pxxxxx Capital Group or EC Investments will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by of the happening of an event specified in Section 6.12.2(b), such Selling Holder shall disclosure of which would be required in the Registration Statement and the Board of Directors of the Company has determined in the good faith exercise of its reasonable business judgment that disclosure would adversely affect the Company, Pxxxxx Capital Group or EC Investments, as the case may be, will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of Pxxxxx Capital Group or EC Investments receiving (i) copies of a supplemented or amended Prospectus describing the event giving rise to the aforementioned suspension or Issuer Free Writing Prospectus and (ii)(Aii) written (A) notice in writing from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days periods during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) shall not exceed two 90-day periods during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.1 will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon Upon receipt of any written notice from the Company LodgeNet of the occurrence of any event of the type described in Sections 7.1(d)(ii6.1 l(d)(ii), 7.1(d)(iii6.1 l(d)(iii), 7.1(d)(iv6.1 l(d)(iv), 7.1(d)(v6.1l(d)(v) or 7.1(d)(vi6.1l(d)(vi), such Holder shall Liberty Satellite will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such HolderLiberty Satellite’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g6.1 l(g) or until it is advised by the Company in writing LodgeNet that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company LodgeNet shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 6.3 will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement Liberty Satellite has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g6.11(g) or (ii) the advice referenced in this Section 7.3(a6.13(a). (b) Each Selling Holder shall be deemed to have agreed that, upon Upon receipt of any notice from LodgeNet of the Company contemplated by happening of an event specified in Section 6.16.10(a)(ii), such Selling Holder shall Liberty Satellite will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the HolderLiberty Satellite’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension and (ii)(Aii) written (A) notice from the Company LodgeNet that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company LodgeNet gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 6.3 will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement Liberty Satellite receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company LodgeNet that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon Upon receipt of any written notice from the Company LodgeNet of the occurrence of any event of the type described in Sections 7.1(d)(ii7.7(d)(ii), 7.1(d)(iii7.7(d)(iii), 7.1(d)(iv7.7(d)(iv), 7.1(d)(v7.7(d)(v) or 7.1(d)(vi7.7(d)(vi), such Holder shall Buyer will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such HolderBuyer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g7.7(g) or until it is advised by the Company in writing LodgeNet that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company LodgeNet shall give any such notice, LodgeNet will use reasonable best efforts to promptly amend or supplement the period of time for which a Registration Statement must remain effective pursuant Prospectus or Issuer Free Writing Prospectus or take such other action as is necessary in order to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice provide to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received Buyer as promptly as practicable (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g7.7(g) or (ii) the advice referenced in this Section 7.3(a7.9(a). (b) Each Selling Holder shall be deemed to have agreed that, upon Upon receipt of any notice from LodgeNet of the Company contemplated by happening of an event specified in Section 6.17.6(a)(i), such Selling Holder shall Buyer will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the HolderBuyer’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension and (ii)(Aii) written (A) notice from the Company LodgeNet that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives LodgeNet shall give any such notice contemplated by Section 6.1notice, LodgeNet will use reasonable best efforts to promptly amend or supplement the period of time for which a Registration Statement must remain effective pursuant Prospectus or Issuer Free Writing Prospectus or take such other action as is necessary in order to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice provide to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives Buyer as promptly practicable (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement Required Period shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g) or (ii) the advice referenced in this Section 7.3(a). (b) Each Selling Holder shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety sixty (9060) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g) or (ii) the advice referenced in this Section 7.3(a). (b) Each Selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated of (i) any request by Section 6.1the SEC or any other governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (ii) the issuance by the SEC or any other governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iii) the receipt by the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) the occurrence of any event which makes any statement made in the Registration Statement or Prospectus untrue in any material respect or which requires the making of any changes in a Registration Statement or Prospectus or other documents 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 not misleading, and (v) the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate, such Selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Statement or Prospectus or Free Writing Prospectus and suspend until such Holder is advised in writing by the Company that the use of the applicable Prospectus may be resumed. (b) Each selling Holder will be deemed to have agreed that, upon receipt of any notice from the Company of the happening of an event specified in Section 2.4(b), disclosure of which would be required in the Registration Statement and the Board of Directors of the Company has determined in the good faith exercise of its reasonable business judgment that disclosure would adversely affect the Company, such Prospectus selling Holder will discontinue disposition of Registrable Securities covered by a Registration Statement or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice in writing from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resumeresumed. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type kind described in Sections 7.1(d)(iiSection 4.1(c)(ii), 7.1(d)(iii4.1(c)(iii), 7.1(d)(iv4.1(c)(iv), 7.1(d)(v4.1(c)(v) or 7.1(d)(vi4.1(c)(vi), such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s 's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g4.1(g) or until it is advised in writing (the "Advice") by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.5 will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g4.1(g) or (ii) the advice referenced in this Section 7.3(a)Advice. (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by of the happening of an event specified in Section 6.12.2(b), disclosure of which would be required in the Registration Statement and the Board of Directors of the Company has determined in the good faith exercise of its reasonable business judgment that disclosure would adversely affect the Company, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of Holder receives (i) copies of a supplemented or amended Prospectus describing the event giving rise to the aforementioned suspension or Issuer Free Writing Prospectus and (ii)(Aii) written (A) notice in writing from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days periods during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) shall not exceed two 90-day periods during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.1 will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder Purchaser agrees by acquisition of a any Registrable Security Securities that, upon receipt of any written notice (a “Suspension Notice”) from the Company of the occurrence happening of any event of the type described in Sections 7.1(d)(ii)Material Disclosure Event, 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), such Holder Purchaser shall promptly discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) prospectus, or until it is advised in writing by the Company in writing (the “Advice”) that the use of the applicable Prospectus or Free Writing Prospectus prospectus may be resumed resumed, and have has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in the prospectus, and, if so directed by the Company, Purchaser shall deliver to the Company all copies, other than permanent file copies then in its possession, of the prospectus covering such Prospectus or Free Writing ProspectusRegistrable Securities current at the time of receipt of such notice. In the event the Company shall give any such noticeSuspension Notice, the time period regarding the effectiveness of time for which a Registration Statement must remain effective pursuant to this Agreement registration statements set forth in Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the time period from and including the date of the giving of such notice the Suspension Notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement has registration statement shall have received (i) the copies of the supplemented or amended Prospectus prospectus or Issuer Free Writing Prospectus contemplated the Advice (such period, a “Suspension Period”). The Company shall use its best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable and shall as promptly as practicable after the expiration of the Suspension Period prepare a post-effective amendment or supplement to the registration statement or the prospectus or any document incorporated therein by Section 7.1(g) reference, or (ii) the advice referenced in this Section 7.3(a). (b) Each Selling Holder shall be deemed to have agreed file any required document so that, upon receipt as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any notice from material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything herein to the contrary, the Company contemplated by Section 6.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier not be entitled to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) more than two Suspension Periods during any consecutive 12-month period, together with any other Blackout which Suspension Periods shall have durations of not more than 90 days each; provided, that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates. The fact that a Suspension Period is in such consecutive 12-month period, exceed an aggregate effect under this Section 2.6 shall not relieve the contractual obligations of ninety (90) days. In the event the Company gives as set forth in Section 2.5 or in any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant SEC rules to this Agreement shall be extended by the number of days during the time period from file timely reports and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent otherwise file copies then in such Holder’s possession or as may be material required to be retained in accordance with applicable law, of filed under the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3Exchange Act.

Suspension of Disposition. (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the Holder has received copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have until such Holder has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g) or (ii) the advice referenced in this Section 7.3(a). (b) Each Selling Holder shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in B-16 accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(d)(ii), 7.1(d)(iii5.1(d)(iii), 7.1(d)(iv5.1(d)(iv), 7.1(d)(v5.1(d)(v) or 7.1(d)(vi5.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities covered by a the Initial Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the Holder has received copies of the supplemented or amended Prospectus contemplated by Section 7.1(g5.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have until such Holder has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a the Initial Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Initial Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(g) or (ii) the advice referenced in this Section 7.3(a5.3(a). (b) Each Selling Holder shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.14.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a the Initial Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b5.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.14.1, the period of time for which a the Initial Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Initial Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.35.3.

Suspension of Disposition. (a) Each Selling Holder The Receiver agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(e)(ii), 7.1(d)(iii5.1(e)(iii), 7.1(d)(iv5.1(e)(iv), 7.1(d)(v5.1(e)(v) or 7.1(d)(vi5.1(e)(vi), such Holder the Receiver and the Wood River Entities shall discontinue disposition of Registrable Securities the shares of WR Common Stock covered by a Shelf Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the Receiver receives copies of the supplemented or amended Prospectus contemplated by Section 7.1(g5.1(h) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a the Shelf Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement the Receiver has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(h) or (ii) the advice referenced in this Section 7.3(a5.2(b). (b) Each Selling Holder shall be deemed to have agreed The Receiver agrees that, upon receipt of any notice the certificate from the chief executive officer of the Company contemplated by Section 6.14.2, such Selling Holder the Wood River Entities shall discontinue disposition of Registrable Securities the shares of WR Common Stock covered by a Shelf Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the HolderReceiver’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice certificate contemplated by Section 6.14.2, the period of time for which a the Shelf Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement the Receiver receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling Holder The Receiver agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii5.1(e)(ii), 7.1(d)(iii5.1(e)(iii), 7.1(d)(iv5.1(e)(iv), 7.1(d)(v5.1(e)(v) or 7.1(d)(vi5.1(e)(vi), such Holder the Receiver and the Wood River Entities shall discontinue disposition of Registrable Securities the shares of WR Common Stock covered by a Shelf Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the Receiver receives copies of the supplemented or amended Prospectus contemplated by Section 7.1(g5.1(h) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a the Shelf Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement the Receiver has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g5.1(h) or (ii) the advice referenced in this Section 7.3(a5.2(b). (b) Each Selling Holder shall be deemed to have agreed The Receiver agrees that, upon receipt of any notice the certificate from the chief executive officer of the Company contemplated by Section 6.14.2, such Selling Holder the Wood River Entities shall discontinue disposition of Registrable Securities the shares of WR Common Stock covered by a Shelf Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s Receiver's receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice certificate contemplated by Section 6.14.2, the period of time for which a the Shelf Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement the Receiver receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type kind described in Sections 7.1(d)(iiSection 4.1(c)(ii), 7.1(d)(iii4.1(c)(iii), 7.1(d)(iv4.1(c)(iv), 7.1(d)(v4.1(c)(v) or 7.1(d)(vi4.1(c)(vi), such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s 's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g4.1(g) or until it is advised in writing (the "Advice") by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall Required Period will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g4.1(g) or (ii) the advice referenced in Advice. Any Holder receiving any such written notice from the Company pursuant to this Section 7.3(a)Section (a) shall treat such notice confidentially and shall not disclose such information to any Person other than as necessary to exercise it rights under this Agreement or as required by applicable law or court order. (b) Each Selling selling Holder shall will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by of the happening of an event specified in Section 6.12.2, such Selling selling Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of Holder receives (i) copies of a supplemented or amended Prospectus describing the event giving rise to the aforementioned suspension or Issuer Free Writing Prospectus and (ii)(Aii) written (A) notice in writing from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall Required Period will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each . Any Holder shall deliver to the Company all copies in receiving any such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of written notice from the Company of any suspension contemplated by pursuant to this Section 7.34.3(b) shall treat such notice confidentially and shall not disclose such information to any Person other than as necessary to exercise it rights under this Agreement or as required by applicable law or court order.

Suspension of Disposition. (a) Each Selling selling Holder agrees by acquisition of a Registrable Security will be deemed to have agreed that, upon receipt of any written notice from the Company of the occurrence of any event of the type kind described in Sections 7.1(d)(iiSection 4.1(c)(ii), 7.1(d)(iii4.1(c)(iii), 7.1(d)(iv4.1(c)(iv), 7.1(d)(v4.1(c)(v) or 7.1(d)(vi4.1(c)(vi), such Holder shall will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g4.1(g) or until it is advised in writing (the “Advice”) by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Free Writing Prospectus. In the event the Company shall give any such notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.5 will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g4.1(g) or (ii) the advice referenced in this Section 7.3(a)Advice. (b) Each Selling Holder shall Xxxxxx Capital Group or EC Investments will be deemed to have agreed that, upon receipt of any notice from the Company contemplated by of the happening of an event specified in Section 6.12.2(b), such Selling Holder shall disclosure of which would be required in the Registration Statement and the Board of Directors of the Company has determined in the good faith exercise of its reasonable business judgment that disclosure would adversely affect the Company, Xxxxxx Capital Group or EC Investments, as the case may be, will discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus Statement or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of Xxxxxx Capital Group or EC Investments receiving (i) copies of a supplemented or amended Prospectus describing the event giving rise to the aforementioned suspension or Issuer Free Writing Prospectus and (ii)(Aii) written (A) notice in writing from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided, however, that in no event shall the number of days periods during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) shall not exceed two 90-day periods during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of ninety (90) days. In the event the Company gives any such notice contemplated by Section 6.1notice, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall as set forth in Section 2.1 will be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder seller of Registrable Securities covered by such Registration Statement receives (i) the a supplemented or amended Prospectus or Issuer Free Writing Prospectus describing the event giving rise to the aforementioned suspension or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume. (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.