Common use of Suspension of Dispositions Clause in Contracts

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any Material Disclosure Event, such Holder shall promptly discontinue such Holder’s disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company shall use commercially reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company BEPC of the happening of any Material Disclosure Event, event of the kind described in Section 2.4(f)(iii) such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectusRegistration Statement or Prospectus, as applicable, or until it is advised in writing by the Company (the “Advice”) by BEPC that the use of the prospectus Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectusRegistration Statement or Prospectus, as applicable, and, if so directed by the CompanyBEPC, such Holder shall will deliver to the Company BEPC all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Registration Statement or Prospectus, as applicable, covering such Registrable Shares current at the time of receipt of such notice. In the event the Company BEPC shall give any Suspension Noticesuch notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares Registration Statements or Prospectuses, as applicable, set forth in Sections 2.4(b) and 2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended prospectus Registration Statement or Prospectus, as applicable, or the Advice (such period, a “Suspension Period”)Advice. The Company BEPC shall use commercially its reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relatespracticable.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) Notice from the Company Partnership of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.1(g), Section 2.4(n) or Section 2.4(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such HolderHxxxxx’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Partnership that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if Prospectus. The Partnership shall extend the period of time during which the Partnership is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the CompanyPartnership, such Holder shall Hxxxxx will deliver to the Company Partnership all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company Partnership shall use commercially its reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement practicable. Any Underwritten Shelf Takedown which is suspended because of a material fact or omit to state any 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 Suspension Notice shall not be entitled deemed to more than two (2be a Demand Request for purposes of Section 2.1(c) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that unless and until a Suspension Period shall automatically expire upon the public disclosure of the information suspension pursuant to which the Material Disclosure Event relatesthis Section 2.5 is concluded and such Underwritten Shelf Takedown is completed.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.2(c), Section 2.2(m), Section 2.2(n), Section 2.2(o) or Section 2.2(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such HolderXxxxxx’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by Prospectus. The Company shall extend the Company, such Holder shall deliver to period of time during which the Company all copies, other than permanent file copies then in such Holder’s possession, of is required to maintain the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating Registration Statement effective pursuant to the disposition of such Registrable Shares shall be extended this Agreement by the number of days during the period from and including the date of the giving of the such Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of Holder either receives the supplemented or amended prospectus Prospectus or receives the Advice (Advice. If so directed by the Company, such periodXxxxxx will deliver to the Company all copies, a “Suspension Period”)other than permanent file copies then in such Xxxxxx’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall as promptly as practicable after keep the expiration existence and contents of the any such Suspension Period prepare a post-effective amendment or supplement to the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement Notice confidential. Any Underwritten Shelf Takedown which is suspended because of a material fact or omit to state any 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 Suspension Notice shall not be entitled deemed to more than two (2be a Demand Request for purposes of Section 2.1(b) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that unless and until a Suspension Period shall automatically expire upon the public disclosure of the information suspension pursuant to which the Material Disclosure Event relatesthis Section 2.3 is concluded and such Underwritten Shelf Takedown is completed.

Suspension of Dispositions. (a) Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.1(f), Section 2.3(n) or Section 2.3(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such HolderXxxxxx’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by Prospectus. The Company shall extend the Company, such Holder shall deliver to period of time during which the Company all copies, other than permanent file copies then in such Holder’s possession, of is required to maintain the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating Registration Statement effective pursuant to the disposition of such Registrable Shares shall be extended this Agreement by the number of days during the period from and including the date of the giving of the such Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of Holder either receives the supplemented or amended prospectus Prospectus or receives the Advice (Advice. If so directed by the Company, such periodXxxxxx will deliver to the Company all copies, a “Suspension Period”)other than permanent file copies then in such Xxxxxx’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall as promptly as practicable after keep the expiration existence and contents of any such Suspension Notice confidential. Any Underwritten Shelf Takedown which is suspended because of a Suspension Notice shall not be deemed to be a Demand Request for purposes of Section 2.1(b) unless and until a suspension pursuant to this Section 2.4 is concluded and such Underwritten Shelf Takedown is completed. (b) Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Underwritten Shelf Takedown, Piggyback Registration or the withdrawal of any Registration Statement related thereto or any event that would lead to a Suspension Period prepare as contemplated by Section 2.1(f); provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a post-effective amendment or supplement to the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 contraryHolder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to Section 2.1(c) or Section 2.2(a), as applicable, and such Holder shall no longer be entitled to more than the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two (2) Suspension Periods during any consecutive twelve (12)-month periodBusiness Days in advance of such intended use, which Suspension Periods shall have durations and if a notice of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon was previously delivered (or would have been delivered but for the public disclosure provisions of this Section 2.4(b)) and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such Holder with the related notice of the information to which the Material Disclosure Event relatesconclusion of such Suspension Period immediately upon its availability.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.4(f), Section 2.4(n) or Section 2.4(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if Prospectus. The Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the Company, such Holder shall will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall as promptly as practicable after keep the expiration existence and contents of the any such Suspension Period prepare a post-effective amendment or supplement to the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement Notice confidential. Any Underwritten Shelf Takedown which is suspended because of a material fact or omit to state any 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 Suspension Notice shall not be entitled deemed to more than two (2be a Demand Request for purposes of Section 2.1(b) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that unless and until a Suspension Period shall automatically expire upon the public disclosure of the information suspension pursuant to which the Material Disclosure Event relatesthis Section 2.5 is concluded and such Underwritten Shelf Offering is completed.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Units that, upon receipt of any notice (a “Suspension Notice”) from the Company BPY of the happening of any Material Disclosure Event, event of the kind described in Section 2.5(f)(iii) such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Units until such Holder’s receipt of the copies of the supplemented or amended prospectusRegistration Statement or Prospectus, as applicable, or until it is advised in writing by the Company (the “Advice”) by BPY that the use of the prospectus Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectusRegistration Statement or Prospectus, as applicable, and, if so directed by the CompanyBPY, such Holder shall will deliver to the Company BPY all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Registration Statement or Prospectus, as applicable, covering such Registrable Shares Units current at the time of receipt of such notice. In the event the Company BPY shall give any Suspension Noticesuch notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares Registration Statements or Prospectuses, as applicable, set forth in Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Units covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended prospectus Registration Statement or Prospectus, as applicable, or the Advice (such period, a “Suspension Period”)Advice. The Company BPY shall use commercially its reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relatespracticable.

Suspension of Dispositions. New Parent shall be entitled, by providing written notice to the Holders whose Registrable Securities are registered under a registration statement pursuant hereto (a “Suspension Notice”), to require such Holders to suspend the use of the related prospectus for sale of Registrable Securities thereunder during any Blackout Period. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any Material Disclosure Event, such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) by New Parent that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by the CompanyNew Parent, such Holder shall will deliver to the Company New Parent all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. During any suspension of trading pursuant to this Section 2.06, New Parent will (a) use good faith efforts to limit the duration of any suspension period, (b) use reasonable best efforts to prepare and file with the SEC such amendments and/or supplements to the applicable registration statement as may be reasonably necessary to update such registration statement and to comply with the provisions of the Securities Act with respect to the resale of all Registrable Securities covered by the prospectus related thereto, (c) not register any securities for sale by New Parent (other than in connection with a registration statement on Form S-4 or S-8) or for resale by any other securityholders, and (d) suspend the usage of all other then-effective registrations statements and related prospectuses (other than in connection with a registration statement on Form S-4 or S-8 registering securities for sale by New Parent). In the event the Company New Parent shall give any such Suspension Notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares registration statements set forth in Sections 2.05(b) and 2.05(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such Registration Statement registration statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”)Advice. The Company New Parent shall use commercially its reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relatespracticable.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any Material Disclosure EventEvent and an approximation of the anticipated delay, such Holder shall promptly discontinue such Holder’s disposition of Registrable Shares (but such Holder may settle any such sales of Registrable Shares) until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares registration statements set forth in Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement registration statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company shall use its commercially reasonable efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable and shall shall, as promptly as practicable after the expiration of the Suspension Period, (a) provide notice to each Holder that the Suspension Period prepare has expired, (b) terminate any suspension of sales it has put into effect and (c) take such other actions necessary to permit registered sales of Registrable Shares as required or contemplated by this Agreement, including, if necessary, preparing and filing a post-effective amendment or supplement to the Registration Statement registration statement or the prospectus or any document incorporated therein by reference, or file filing any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty ninety (12090) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any Material Disclosure Event, such Holder shall promptly discontinue such Holder’s disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares registration statements set forth in Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement registration statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company shall use commercially reasonable 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 registration statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Units that, upon receipt of any notice (a “Suspension Notice”) from the Company BPY of the happening of any Material Disclosure Event, event of the kind described in Section 2.4(f)(iii) such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Units until such Holder’s receipt of the copies of the supplemented or amended prospectusRegistration Statement or Prospectus, as applicable, or until it is advised in writing by the Company (the “Advice”) by BPY that the use of the prospectus Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectusRegistration Statement or Prospectus, as applicable, and, if so directed by the CompanyBPY, such Holder shall will deliver to the Company BPY all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Registration Statement or Prospectus, as applicable, covering such Registrable Shares Units current at the time of receipt of such notice. In the event the Company BPY shall give any Suspension Noticesuch notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares Registration Statements or Prospectuses, as applicable, set forth in Sections 2.4(b) and 2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Units covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended prospectus Registration Statement or Prospectus, as applicable, or the Advice (such period, a “Suspension Period”)Advice. The Company BPY shall use commercially its reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relatespracticable.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 5.2(f), Section 5.2(n) or Section 5.2(t), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by Prospectus. The Company shall extend the Company, such Holder shall deliver to period of time during which the Company all copies, other than permanent file copies then in such Holder’s possession, of is required to maintain the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating Registration Statement effective pursuant to the disposition of such Registrable Shares shall be extended this Agreement by the number of days during the period from and including the date of the giving of the such Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of Holder either receives the supplemented or amended prospectus Prospectus or receives the Advice (Advice. If so directed by the Company, such periodHxxxxx will deliver to the Company all copies, a “Suspension Period”)other than permanent file copies then in such Hxxxxx’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall as promptly as practicable after keep the expiration existence and contents of the any such Suspension Period prepare a post-effective amendment or supplement to the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement Notice confidential. Any Underwritten Shelf Takedown which is suspended because of a material fact or omit to state any 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 Suspension Notice shall not be entitled deemed to more than two (2be a Demand Request for purposes of Section 5.1(b) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that unless and until a Suspension Period shall automatically expire upon the public disclosure of the information suspension pursuant to which the Material Disclosure Event relatesthis Section 5.3 is concluded and such Underwritten Shelf Offering is completed.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.2(f), Section 2.2(n) or Section 2.2(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if Prospectus. The Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the Company, such Holder shall will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall as promptly as practicable after keep the expiration existence and contents of the any such Suspension Period prepare a post-effective amendment or supplement to the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement Notice confidential. Any Underwritten Shelf Takedown which is suspended because of a material fact or omit to state any 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 Suspension Notice shall not be entitled deemed to more than two (2be a Demand Request for purposes of Section 2.1(b) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that unless and until a Suspension Period shall automatically expire upon the public disclosure of the information suspension pursuant to which the Material Disclosure Event relatesthis Section 2.3 is concluded and such Underwritten Shelf Offering is completed.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any Material Disclosure Event, such Holder shall promptly discontinue such Holder’s disposition of Registrable Shares pursuant to a Registration Statement covering such Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectusprospectus in connection with such Registration Statement, or until it is advised in writing by the Company (the “Advice”) that the use of the prospectus in connection with such Registration Statement may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectusprospectus in connection with such Registration Statement, and, if so directed by the Company, such Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company shall use commercially reasonable 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 thereto or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates. Notwithstanding anything to the contrary in this Agreement, each Holder shall be entitled by delivery of written notice to the Company (an “Opt-Out Notice”) to elect to forego its rights to resell any Registrable Securities using the Registration Statement, and following the delivery of any such Opt-Out Notice, until the applicable Holder delivers to the Company a written notice electing to continue its use of the Registration Statement, (A) such Holder shall cease the sale of any Registrable Securities pursuant to the Registration Statement and (B) the Company shall not deliver to such Holder any notice of a Suspension Notice pursuant to this Section 2.7.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Blockbuster of the happening of any Material Disclosure Eventevent of the kind described in Section 2.04(f)(i) or (ii), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) by Blockbuster that the use of the prospectus may be resumedresumed or that the stop order has been lifted or that the proceedings have been terminated, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by the CompanyBlockbuster, such Holder shall will deliver to the Company Blockbuster all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticeSuspension Notice. In the event the Company Blockbuster shall give any such Suspension Notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares registration statements set forth in Section 2.04(b) shall be extended by the for such number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such periodeach, a “Suspension Period”). The Company shall use commercially reasonable efforts and take such actions as are reasonably necessary ) that equals the number of days elapsing from (x) the date the Suspension Notice is given by Blockbuster to render (y) the date on which Blockbuster delivers to the Holders of Registrable Securities the Advice as promptly as practicable and shall as promptly as practicable after or supplement or amendment contemplated by Section 2.04(f) or the expiration date on which the stop order has been lifted or that the proceedings have been terminated. Blockbuster agrees that, with respect to each of the Xxx Xxxxx S-3 and the Spin Shares S-3, (i) no Suspension Period prepare a post-effective amendment or supplement to the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers (other than those of the Registrable Shares included therein, the prospectus kind described in Section 2.04(f)(ii)) will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light last more than 45 consecutive days and (ii) all Suspension Periods (other than those of the circumstances under which they were made, not misleading. Notwithstanding anything herein to the contrary, the Company shall not be entitled to kind described in Section 2.04(f)(ii)) will last no more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) 120 days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any Material Disclosure Eventevent which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement, prospectus or documents so that they 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, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder shall will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any Suspension Noticesuch notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares registration statements set forth in Section 2.4(a) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares Securities covered by such Registration Statement registration statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”)Advice. The Company shall use its commercially reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relatespracticable.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.3(f), Section 2.3(n) or Section 2.3(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if Prospectus. The Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the Company, such Holder shall will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall as promptly as practicable after keep the expiration existence and contents of the any such Suspension Period prepare a post-effective amendment or supplement to the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement Notice confidential. Any Underwritten Shelf Takedown which is suspended because of a material fact or omit to state any 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 Suspension Notice shall not be entitled deemed to more than two (2be a Demand Request for purposes of Section 2.1(b) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that unless and until a Suspension Period shall automatically expire upon the public disclosure of the information suspension pursuant to which the Material Disclosure Event relatesthis Section 2.4 is concluded and such Underwritten Shelf Takedown is completed.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company BEPC of the happening of any Material Disclosure Event, event of the kind described in Section 2.4(f)(iii) such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectusRegistration Statement or Prospectus, as applicable, or until it is advised in writing by the Company (the “Advice”) by BEPC that the use of the prospectus Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectusRegistration Statement or Prospectus, as applicable, and, if so directed by the CompanyXXXX, such Holder shall will deliver to the Company BEPC all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Registration Statement or Prospectus, as applicable, covering such Registrable Shares current at the time of receipt of such notice. In the event the Company BEPC shall give any Suspension Noticesuch notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares Registration Statements or Prospectuses, as applicable, set forth in Sections 2.4(b) and 2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended prospectus Registration Statement or Prospectus, as applicable, or the Advice (such period, a “Suspension Period”)Advice. The Company BEPC shall use commercially its reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relatespracticable.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “"Suspension Notice”") from the Company of the happening of any Material Disclosure Event, such Holder shall promptly discontinue such Holder’s 's disposition of Registrable Shares until such Holder’s 's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “"Advice”") that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Noticesuch notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares registration statements set forth in Sections 2.5(b), 2.5(c) and 2.5(d) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement registration statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “"Suspension Period”"). The Company shall use commercially reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingpracticable. Notwithstanding anything herein to the contrary, the Company shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month 12-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) 90 days each; provided that, in the aggregate; provided event of any occurrence described in clause (i) of the definition of Material Disclosure Event, the limitations on Suspension Periods in this sentence shall not apply. The fact that a Suspension Period is in effect under this Section 2.6 shall automatically expire upon not relieve the public disclosure contractual obligations of the information Company as set forth in Section 2.5 or in any SEC rules to which file timely reports and otherwise file material required to be filed under the Material Disclosure Event relatesExchange Act.

Suspension of Dispositions. (a) Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Partnership of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.1(g), Section 2.4(n) or Section 2.4(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Partnership that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if Prospectus. The Partnership shall extend the period of time during which the Partnership is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the CompanyPartnership, such Holder shall will deliver to the Company Partnership all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company Partnership shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. Any Underwritten Shelf Takedown which is suspended because of a Suspension Notice shall not be deemed to be a Demand Request for purposes of Section 2.1(c) unless and shall as promptly as practicable after the expiration until a suspension pursuant to this Section 2.5 is concluded and such Underwritten Shelf Offering is completed. (b) If (i) any of the Suspension Period prepare Holders shall be prohibited from selling their Registrable Securities under a Shelf Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Shelf Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the period from which such Shelf Registration Statement is first declared or becomes effective until all Registrable Securities cease to be Registrable Securities, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 10 Business Days by a post-effective amendment or thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay each such Holder an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the 11th Business Day after such Shelf Registration Statement or the prospectus other registration statement contemplated by this Agreement ceased to be effective or any document incorporated therein by reference, or file any required document so thatfailed to be useable for its intended purposes, as thereafter liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the First Target Effective Date or, with respect to Apollo, the Target Apollo Effective Date, as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted with respect to each such Holder on the date that notice that the suspension has been terminated is delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit such Holder. Liquidated Damages shall cease to state any material fact necessary accrue pursuant 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire this paragraph upon the public disclosure earlier of the information to which the Material Disclosure Event relates(i) a suspension being deemed lifted and (ii) when such Holder no longer holds Registrable Securities included in such Shelf Registration Statement.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Certificates that, upon receipt of any notice (a “Suspension Notice”"SUSPENSION NOTICE") from the Company of the happening of any Material Disclosure Eventevent of the kind which, in the opinion of the Company, requires the amendment or supplement of any prospectus, such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Certificates until such Holder’s 's receipt of the copies of the supplemented or amended prospectusprospectus (which the Company shall prepare and file as promptly as practicable), or until it is advised in writing (the "ADVICE") by the Company (the “Advice”) that the use of the prospectus may be resumed, and such Holder has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder shall will deliver to the Company all copies, other than permanent file copies then in such Holder’s 's possession, of the prospectus covering such Registrable Shares Certificates current at the time of receipt of such notice. In the event the Company shall give any such Suspension NoticeNotice or after the Demand Registration has become effective the offering of the Registrable Certificates pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court (collectively, an "ORDER"), the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares registration statements ----- set forth in Section 4(a)(ii) hereof shall be extended by the number of days (A) in the case of a Suspension Notice, during the period from and including the date of the giving of the Suspension Notice to and including the earlier to occur of (x) the date when on which each seller of Registrable Shares Certificates covered by such Registration Statement registration statement shall have received the copies of the supplemented or amended prospectus or and (y) the date of the Advice and (such periodB) in the case of an Order, a “Suspension Period”). The Company shall use commercially reasonable efforts during the period from and take such actions as are reasonably necessary to render including the Advice as promptly as practicable and shall as promptly as practicable after the expiration date of the Suspension Period prepare a post-effective amendment or supplement Order to and including the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under date on which they were made, not misleading. Notwithstanding anything herein to the contrary, the Company shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days advises all Holders in writing that the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates.Order is no longer in effect..

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company (1) of the happening of any Material Disclosure Eventevent of the kind described in Section 4(k)(ii)(3)(B) or (C), or (2) that the Company is engaged in an activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, and the Company’s Board of Directors has determined in its reasonable good faith judgement that the public disclosure requirements imposed on the Company under the Securities Act in connection with the Shelf Registration Statement would require at that time disclosure of such activity, transaction, preparations or negotiations and such disclosure could result in material harm to the Company or its business transactions or activities, such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder shall will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event ; provided, however, that the Company shall give will not be required to provide any Suspension Notice, material non-public information to a Holder in connection with such notice unless such Holder agrees to maintain the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”)disclosed information in confidence. The Company shall use commercially reasonable 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 reasonably practicable. In any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 contraryevent, the Company shall not be entitled to deliver more than two (2) Suspension Periods during Notices in any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relatesyear.

Suspension of Dispositions. Each Following the effectiveness of any -------------------------- Registration Statement pursuant to this Agreement, the Company may, at any time, suspend the effectiveness of such Registration Statement and sales thereunder for up to sixty (60) days, as appropriate (a "Suspension Period"), by giving notice to each Holder (or underwriter, if any) selling thereunder, if the Company shall have determined that the Company is required to disclose any material corporate development which disclosure (i) could be reasonably expected to have a material adverse effect on the Company, (ii) could be reasonably expected to have a material adverse effect on the transaction or matter to be disclosed, or (iii) would be detrimental to the Company or its stockholders. Notwithstanding the foregoing, no more than two (2) Suspension Periods (i.e., ---- one hundred and twenty (120) days) may occur in immediate succession, and the Company shall use its best efforts to limit the duration and number of any suspension periods. The Holder agrees by acquisition of (and shall require that any Registrable Shares underwriter agree) that, upon receipt of any notice (a “Suspension Notice”) from the Company of any Suspension Period, the happening Holder shall forthwith discontinue disposition of any Material Disclosure Event, shares covered by the Registration Statement or prospectus until such Holder shall promptly discontinue such Holder’s disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it (i) is advised in writing by the Company (the “Advice”) that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or omitted prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings that which are incorporated or deemed to be incorporated by reference in the such prospectus, and, if so directed by the Company, such Holder shall deliver . No Registration Statement will be considered effective during any Suspension Period for purposes of any provision of this Agreement that relates to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such for which a Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company shall use commercially reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relatesremain effective.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company (i) of the happening of any Material Disclosure Eventevent of the kind described in Section 2.3.1(v)(B) or (C) or Section 2.3.1(xi)(B); or (ii) that if the filing of a registration statement or the initial or continued effectiveness thereof would require the Company to disclose a material financing, acquisition or other corporate transaction, which disclosure the Board of Directors of the Company shall have determined in good faith is not in the best interests of the Company and its stockholders (provided that the period set forth in Section 2.1.2 shall be extended by the number of days of any such suspension pursuant to this Section 2.4); such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder shall will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice; provided that, with respect to clause (ii) above, such periods shall in no event continue, in the aggregate, for more than 120 days in any twelve month period. In the event the Company shall give any Suspension Noticesuch notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares registration statements set forth in Section 2.3(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller Holder of Registrable Shares covered by such Registration Statement registration statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”)Advice. The Company shall use its commercially reasonable efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable and shall as promptly as practicable after practicable. Notwithstanding the expiration foregoing, with respect to the Shelf Registration Statement the Company may suspend use of such Shelf Registration Statement during any period if each of the Suspension Period prepare a postCompany and the holders of two-effective amendment or supplement to the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers thirds of the Registrable Shares included therein, the prospectus will not include an untrue covered by such registration statement of a material fact or omit consent in writing to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month such suspension for such period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Registrant of the happening of any Material Disclosure Eventevent of the kind described in Section 2.2(c)(ii) or Section 2.2(c)(iii), such each Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities of the Registrant to which the Suspension Notice relates until such Holder’s its receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) by the Registrant that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the CompanyRegistrant, such Holder shall will deliver to the Company Registrant all copies, other than permanent file copies copies, then in such Holder’s possession, possession of the prospectus covering such Registrable Shares Securities current at the time of receipt of such noticeSuspension Notice. In If the event the Company Registrant shall give any Suspension Notice, the applicable Effectiveness Period relating to time period regarding the disposition effectiveness of such Registrable Shares the Registration Statement set forth in Section 2.2(a) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement Holder shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”)Advice. The Company Registrant shall use its commercially reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregatepracticable; provided that if the Governing Body determines that the action required to render the Advice would be materially detrimental to the Registrant and its partners because such action would (x) materially interfere with a Suspension Period shall automatically expire upon significant acquisition, disposition, reorganization or other similar transaction involving the public Registrant, (y) require premature disclosure of material information that the information Registrant has a bona fide business purpose for preserving as confidential or (z) render the Registrant unable to which comply with requirements under applicable securities laws, the Material Disclosure Event relatesRegistrant may delay the taking of such action for such times as the Registrant reasonably may determine is necessary and advisable (provided the Registration may not take any such delays pursuant hereto for more than 90 days in any 360-day period).

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) Notice from the Company Partnership of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.1(f), Section 2.4(n) or Section 2.4(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Partnership that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if Prospectus. The Partnership shall extend the period of time during which the Partnership is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the CompanyPartnership, such Holder shall Xxxxxx will deliver to the Company Partnership all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company Partnership shall use commercially its reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement practicable. Any Underwritten Shelf Takedown which is suspended because of a material fact or omit to state any 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 Suspension Notice shall not be entitled deemed to more than two (2be a Demand Request for purposes of Section 2.1(b) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that unless and until a Suspension Period shall automatically expire upon the public disclosure of the information suspension pursuant to which the Material Disclosure Event relatesthis Section 2.5 is concluded and such Underwritten Shelf Takedown is completed.

Suspension of Dispositions. (a) Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company Partnership of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.1(g), Section 2.4(n) or Section 2.4(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Partnership that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if Prospectus. The Partnership shall extend the period of time during which the Partnership is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the CompanyPartnership, such Holder shall will deliver to the Company Partnership all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company Partnership shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. Any Underwritten Shelf Takedown which is suspended because of a Suspension Notice shall not be deemed to be a Demand Request for purposes of Section 2.1(c) unless and shall as promptly as practicable after the expiration until a suspension pursuant to this Section 2.5 is concluded and such Underwritten Shelf Takedown is completed. (b) If (i) any of the Suspension Period prepare Holders shall be prohibited from selling their Registrable Securities under a Shelf Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Shelf Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the period from which such Shelf Registration Statement is first declared or becomes effective until all Registrable Securities cease to be Registrable Securities, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 10 Business Days by a post-effective amendment or thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay each such Holder an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the Suspension Period exceeded the permitted period and (y) the 11th Business Day after such Shelf Registration Statement or the prospectus other registration statement contemplated by this Agreement ceased to be effective or any document incorporated therein by reference, or file any required document so thatfailed to be useable for its intended purposes, as thereafter liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the Target Effective Date, as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted with respect to each such Holder on the date that notice that the suspension has been terminated is delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit such Holder. Liquidated Damages shall cease to state any material fact necessary accrue pursuant 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire this paragraph upon the public disclosure earlier of the information to which the Material Disclosure Event relates(i) a suspension being deemed lifted and (ii) when such Holder no longer holds Registrable Securities included in such Shelf Registration Statement.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 5.2(f), Section 5.2(n) or Section 5.2(t), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Company that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by Prospectus. The Company shall extend the Company, such Holder shall deliver to period of time during which the Company all copies, other than permanent file copies then in such Holder’s possession, of is required to maintain the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating Registration Statement effective pursuant to the disposition of such Registrable Shares shall be extended this Agreement by the number of days during the period from and including the date of the giving of the such Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of Holder either receives the supplemented or amended prospectus Prospectus or receives the Advice (Advice. If so directed by the Company, such periodXxxxxx will deliver to the Company all copies, a “Suspension Period”)other than permanent file copies then in such Xxxxxx’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. The Holders acknowledge and agree that receipt of a Suspension Notice may constitute material non-public information regarding the Company and shall as promptly as practicable after keep the expiration existence and contents of the any such Suspension Period prepare a post-effective amendment or supplement to the Registration Statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement Notice confidential. Any Underwritten Shelf Takedown which is suspended because of a material fact or omit to state any 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 Suspension Notice shall not be entitled deemed to more than two (2be a Demand Request for purposes of Section 5.1(b) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that unless and until a Suspension Period shall automatically expire upon the public disclosure of the information suspension pursuant to which the Material Disclosure Event relatesthis Section 5.3 is concluded and such Underwritten Shelf Offering is completed.

Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any Material Disclosure Event, such Holder shall promptly discontinue such Holder’s disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company (the “Advice”) that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company shall use commercially reasonable 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 reference, or file any required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty ninety (12090) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates.

Suspension of Dispositions. (a) Each Holder Stockholder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) Notice from the Company Parent of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.2(n) or Section 2.2(s), such Holder shall promptly Stockholder will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such HolderStockholder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by Parent that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if so directed by Prospectus. Parent shall extend the Company, such Holder shall deliver period of time during which Parent is required to maintain the Registration Statement effective pursuant to the Company all copies, other than permanent file copies then terms set forth in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended this Article II by the number of days during the period from and including the date of the giving of the such Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of Stockholder either receives the supplemented or amended prospectus Prospectus or receives the Advice (Advice. If so directed by Xxxxxx, such periodStockholder will deliver to Parent all copies, a “Suspension Period”)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. The Company Parent shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. Any Underwritten Shelf Takedown which is suspended because of a Suspension Notice shall not be deemed to be a Demand Request for purposes of Section 2.1(c) unless and shall as promptly as practicable after the expiration until a suspension pursuant to this Section 2.3 is concluded and such Underwritten Shelf Takedown is completed. (b) If (i) any of the Suspension Period prepare Stockholders shall be prohibited from selling their Registrable Securities under a Shelf Registration Statement or other registration statement contemplated by terms and conditions set forth herein as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Shelf Registration Statement or other registration statement contemplated by terms and conditions set forth herein is filed and declared effective but, during the period from which such Shelf Registration Statement is first declared or becomes effective until all Registrable Securities cease to be Registrable Securities, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within ten (10) Business Days by a post-effective amendment or thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the 1934 Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, Parent shall pay each such Stockholder an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the Suspension Period exceeded the permitted period and (y) the eleventh (11th) Business Day after such Shelf Registration Statement or the prospectus other registration statement contemplated by terms set forth herein ceased to be effective or any document incorporated therein by reference, or file any required document so thatfailed to be useable for its intended purposes, as thereafter liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the Target Effective Date, as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted with respect to each such Stockholder on the date that notice that the suspension has been terminated is delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit such Stockholder. Liquidated Damages shall cease to state any material fact necessary accrue pursuant 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire this paragraph upon the public disclosure earlier of the information to which the Material Disclosure Event relates(i) a suspension being deemed lifted and (ii) when such Stockholder no longer holds Registrable Securities included in such Shelf Registration Statement.

Suspension of Dispositions. (a) Each Holder agrees by acquisition of any Registrable Shares Securities that, upon receipt of any notice (a “Suspension Notice”) Notice from the Company Partnership of the happening occurrence of any Material Disclosure Eventevent of the kind described in Section 2.1(g), Section 2.4(n) or Section 2.4(s), such Holder shall promptly will forthwith discontinue such Holder’s disposition of Registrable Shares Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it is advised in writing by the Company (the “Advice”) by the Partnership that the use of the prospectus Prospectus may be resumed, and has received copies of any additional or supplemental filings that which are incorporated by reference in the prospectus, and, if Prospectus. The Partnership shall extend the period of time during which the Partnership is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date such Holder either receives the supplemented or amended Prospectus or receives the Advice. If so directed by the CompanyPartnership, such Holder shall will deliver to the Company Partnership all copies, other than permanent file copies then in such Holder’s possession, of the prospectus Prospectus covering such Registrable Shares Securities current at the time of receipt of such notice. In the event the Company shall give any Suspension Notice, the applicable Effectiveness Period relating to the disposition of such Registrable Shares shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus or the Advice (such period, a “Suspension Period”). The Company Partnership shall use commercially its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable practicable. Any Underwritten Shelf Takedown which is suspended because of a Suspension Notice shall not be deemed to be a Demand Request for purposes of Section 2.1(c) unless and shall as promptly as practicable after the expiration until a suspension pursuant to this Section 2.5 is concluded and such Underwritten Shelf Takedown is completed. (b) If (i) any of the Suspension Period prepare Holders shall be prohibited from selling their Registrable Securities under a Shelf Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Shelf Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the period from which such Shelf Registration Statement is first declared or becomes effective until all Registrable Securities cease to be Registrable Securities, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 10 Business Days by a post-effective amendment or thereto, a supplement to the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the SEC, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay each such Holder an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the Suspension Period exceeded the permitted period and (y) the 11th Business Day after such Shelf Registration Statement or the prospectus other registration statement contemplated by this Agreement ceased to be effective or any document incorporated therein by reference, or file any required document so thatfailed to be useable for its intended purposes, as thereafter liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the Target Effective Date, as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted with respect to each such Holder on the date that notice that the suspension has been terminated is delivered to purchasers of the Registrable Shares included therein, the prospectus will not include an untrue statement of a material fact or omit such Holder. Liquidated Damages shall cease to state any material fact necessary accrue pursuant 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 shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire this paragraph upon the public disclosure earlier of the information to which the Material Disclosure Event relates(i) a suspension being deemed lifted and (ii) when such Holder no longer holds Registrable Securities included in such Shelf Registration Statement.