Common use of Suspension of Offering Clause in Contracts

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Children Trust Party which has requested registration under this Section 1 2 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Children Trust Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c2(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Children Trust Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Children Trust Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Children Trust Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Children Trust Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Children Trust Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a2(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Children Trust Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Children Trust Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (iiy) and (iiiz) of Section 1(a2(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (iiy) and (iiiz) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by (a) Notwithstanding Section 2.1 or Section 2.2 hereof, the Company shall be entitled to postpone the filing of a Registration Statement, and from time to time to require Holders not to sell under a Registration Statement or to suspend the effectiveness thereof, if (i) the Company determines in good faith that such registration and/or offering would materially and adversely affect any Xxxxx Family Party which has requested registration under this Section 1 that a offering of securities of the Company, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay the filing not delay, suspend or withdraw such Registration Statement for more than sixty (but not the preparation60) of such registration statement days at any one time, or more than twice in any twelve (a “Suspension of Filing”)12) month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (x) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (y) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party Holder’s counsel. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or its agents current at distribute any Registrable Securities pursuant to any Registration Statement or to require the time of receipt Company take action with respect to the registration or sale of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement Registrable Securities pursuant to Section 1(a) of this Agreement any Registration Statement shall be extended by suspended until the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endCompany has filed such reports, and, if and the Company shall notify the Holders in writing as promptly as practicable when such registration suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon receipt of notice by from the Company to any Xxxxx Family Party which Company, either before or after a Holder has requested registration under this Section 1 delivered a Registration Notice, that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure of which in the registration statement would reasonably be expected Registration Statement would, in the reasonable opinion of counsel to the Company, cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “"Materiality Notice”"), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall Holder agrees that it will immediately discontinue any offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party Holder receives copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omissionomission(s) referred to above; provided, or until it is advised in writing by that the Company that offers under may require the Holder to suspend such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales for such reason for no more than sixty (60) days after delivery of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that the Materiality Notice at any post-effective amendment has become effective, or until it is advised in writing by one time (the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “"Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”Period"). If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering Shares in the possession of such Xxxxx Family Party or its agents Registrable Securities current at the time of receipt of any Materiality Noticesuch notice. In any 12-month period, The Company shall take all actions necessary (including the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event preparation of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior amendment to the later Registration Statement or supplement to the Prospectus such that immediately following the earlier of (i) the public disclosure of the information giving rise to such Materiality Notice or (ii) the end of the Suspension of Offering Period, the Registration Statement is available for offers and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice sales of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights AgreementRegistrable Securities.

Suspension of Offering. Upon notice by Notwithstanding Section 2.1(a) and Section 2.1(b) hereof, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the filing of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a such Registration Statement or to suspend the effectiveness thereof if (i) the Company is actively pursuing an underwritten primary offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”), provided, however, that the Company may delay not delay, suspend or withdraw such Registration Statement for more than 60 days at any one time, or more than twice in any 12 month period. Upon receipt of any written notice from the filing Company (but not the preparationa) of such registration statement the happening of any Suspension Event during the period a Registration Statement is effective or (b) that as a “Suspension of Filing”). Upon the delivery result of a Materiality Notice by the Company pursuant to the preceding sentence at Suspension Event a Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (i) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Holders will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering Shares in the possession of such Xxxxx Family Party or its agents Registrable Securities current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementnotice.

Suspension of Offering. Upon notice by (a) Notwithstanding Section 2.1 hereof, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the filing of the Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if (i) the Company is actively pursuing an underwritten primary offering of equity securities of the Company, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements under the Exchange Act or the Securities Act (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay the filing (but not the preparation) of delay, suspend or withdraw such registration statement (a “Suspension of Filing”)Registration Statement for more than 90 days at any one time, or more than twice in any 12-month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (x) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (y) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party Holder’s counsel. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or its agents current at distribute any Registrable Securities pursuant to the time of receipt Registration Statement or to require the Company take action with respect to the registration or sale of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement Registrable Securities pursuant to Section 1(a) of this Agreement the Registration Statement shall be extended by suspended until the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endCompany has filed such reports, and, if and the Company shall notify the Holders in writing as promptly as practicable when such registration suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Children Trust Party which has requested registration under this Section 1 2 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Children Trust Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c2(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Children Trust Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Children Trust Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Children Trust Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Children Trust Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Children Trust Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any ninety (90-) day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a2(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Children Trust Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Children Trust Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (iiy) and (iiiz) of Section 1(a2(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by the Company (a) In addition to any Xxxxx Family Party which has requested registration suspension rights under this Section 1 that a negotiation or consummation paragraphs (b) and (c) below, Parent may, upon the happening of a transaction by the Company or any of its subsidiaries is pending or an event has occurredevent, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure wouldthat, in the good faith judgment of the Parent's board of directors directors, renders it advisable to suspend use of the Company, be materially adverse prospectus relating to the Registration Statement, for no more than ninety (90) days in the aggregate in any twelve (12) month period of time due to pending corporate or business interests developments, public filings with the SEC or similar events, suspend use of the Companyprospectus relating to the Registration Statement on written notice to the Stockholders, and the nondisclosure in which case each Stockholder shall discontinue disposition of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice Registrable Shares covered by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement Registration Statement or prospectus until such Xxxxx Family Party receives copies of a supplemented or amended prospectus are distributed to the Stockholders or until the Stockholders are advised in writing by Parent that corrects the use of the applicable prospectus may be resumed (any such misstatement period of suspension being referred to herein as a "Corporate Development Suspension Period"). (b) Each holder of Registrable Securities agrees not to effect any public sale or omissiondistribution (including sales pursuant to Rule 144) of equity securities of Parent during the thirty (30) days prior to and the 90-day period following the sale by Parent of any of its equity or equity-linked securities without the prior written consent of Parent (any such period of suspension being referred to herein as a "Standstill Period"). (c) In the event of: (i) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information, (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iii) the receipt by Parent of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose or (iv) any event or circumstance which necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Parent shall deliver a certificate in writing to the Stockholders (the "Disclosure Suspension Notice") to the effect of the foregoing, and, upon receipt of such Suspension Notice, the Stockholders will refrain from selling any Registrable Shares pursuant to the Registration Statement (a "Disclosure Suspension") until the Stockholders' receipt of copies of a supplemented or amended prospectus prepared and filed by Parent, or until it is advised in writing by Parent that the Company that offers under such registration statement current prospectus may be resumed used, and has received copies of any additional or supplemental filings which that are incorporated or deemed incorporated by reference in any such registration statement. Upon the delivery prospectus (any such period of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively suspension being referred to herein as, “Suspensions”as a "Corporate Disclosure Suspension Period"). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior Disclosure Suspension, Parent will use its reasonable best efforts to which cause the Xxxxx Family Parties have sold less than 75% use of the Shares prospectus so suspended to be sold in resumed as soon as possible after delivery of a Disclosure Suspension Notice to the Stockholders. (d) In the event the Eighteen-month Anniversary Date (but for the operation of this Section 2.7(d)) would occur during a Corporate Development Suspension Period, a Standstill Suspensions Period or a Corporate Disclosure Suspension Period (each a "Suspension Period"), such offering, the Xxxxx Family Parties Eighteen-month Anniversary Date shall not be such date but shall instead shall be entitled deemed to withdraw occur on that date which is the thirtieth (30th) calendar day following the termination of such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights AgreementPeriod.

Suspension of Offering. Upon notice by Notwithstanding Section 2.4 hereof, if the Company to Board of Directors, in its good faith judgment, determines that any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation should not be made or consummation continued because of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)Suspension Event, the Company may delay postpone the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by Registration Statement and, upon the Company pursuant approval of a majority of the Board of Directors, require the Designated Holders not to sell under the preceding sentence at any time when a registration statement has been filed but not declared effectiveRegistration Statement or to suspend the effectiveness thereof; provided, however, that the Company may delay seeking not delay, suspend or withdraw the effectiveness Registration Statement for more than sixty (60) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of such registration statement (any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies result of a supplemented Suspension Event the Registration Statement or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration related Prospectus contains any untrue statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by material fact or omits to state any material fact required to be stated therein or necessary to make the Company pursuant to statements therein, in light of the first sentence circumstances under which they were made (in the case of this Section 1(cthe Prospectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Designated Holder agrees that (i) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party Designated Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Designated Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights AgreementDesignated Holder’s counsel.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Children Trust Party which has requested registration under this Section 1 2 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Children Trust Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c2(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Children Trust Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Children Trust Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Children Trust Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Children Trust Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Children Trust Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any ninety (90-) day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(aSection (a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Children Trust Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Children Trust Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (iiy) and (iiiz) of Section 1(a2(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by (a) Notwithstanding Sections 2.1 and 2.2 hereof, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the filing of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a Registration Statement or to suspend the effectiveness thereof, if (i) the Company is actively pursuing an underwritten primary offering of equity securities of the Company, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay the filing not delay, suspend or withdraw such Registration Statement for more than ninety (but not the preparation90) of such registration statement days at any one time, or more than twice in any twelve (a “Suspension of Filing”)12) month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (x) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (y) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party Holder’s counsel. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or its agents current at distribute any Registrable Securities pursuant to any Registration Statement or to require the time of receipt Company take action with respect to the registration or sale of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement Registrable Securities pursuant to Section 1(a) of this Agreement any Registration Statement shall be extended by suspended until the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endCompany has filed such reports, and, if and the Company shall notify the Holders in writing as promptly as practicable when such registration suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon notice by Notwithstanding Section 2.1 or Section 2.2 hereof, the Company shall be entitled to postpone the filing of a Registration Statement, and from time to time to require Holders not to sell under a Registration Statement or to suspend the effectiveness thereof, if (i) the Company determines in good faith that such registration and/or offering would materially and adversely affect any Xxxxx Family Party which has requested registration under this Section 1 that a offering of securities of the Company, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay the filing not delay, suspend or withdraw such Registration Statement for more than sixty (but not the preparation60) of such registration statement days at any one time, or more than twice in any twelve (a “Suspension of Filing”)12) month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (x) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (y) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights AgreementHolder’s counsel.

Suspension of Offering. Upon notice by (a) If the Company to determines in its good faith judgment that the filing of the Shelf Registration Statement under SECTION 1.1 hereof or the use of any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation prospectus would materially impede, delay or consummation of a transaction by interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries is pending subsidiaries, or an event require the disclosure of important information which the Company has occurreda material business purpose for preserving as confidential or the disclosure of which would materially impede the Company's ability to consummate a significant transaction, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and upon written notice of such disclosure would, in the good faith judgment of the board of directors of determination by the Company, be materially adverse the rights of each Holder to offer, sell or distribute any Registrable Securities pursuant to the business interests of Shelf Registration Statement or to require the Company, and the nondisclosure of which in Company to take action with respect to the registration statement would reasonably or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by SECTION 1.1 hereof) will be expected to cause suspended until the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this SECTION 1.2(a) is no longer necessary, but, in any event, no such period shall extend for longer than 45 days; PROVIDED the Company may delay deliver only two such notices in any twelve month period. (b) In the filing (but not case of the preparation) registration of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice any underwritten public offering proposed by the Company (other than any registration by the Company on Form S-3 or S-8, as the case may be, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to the preceding sentence at any time when such plan or (B) a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”dividend reinvestment plan), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omissionHolder agrees, or until it is advised if requested in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional managing underwriter or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in underwriters administering such offering, not to effect any underwritten offering for the Xxxxx Family Parties shall be entitled resale of Registrable Securities (or any option or right to withdraw such registration acquire Registrable Securities) during the period commencing on the 7th day prior to the later of (i) the end expected effective date of the Suspension of Offering and (ii) three business days after Shelf Registration Statement covering such underwritten public offering or the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endproposed offering is expected to commence (which date shall be stated in such notice) and ending on the date specified by such managing underwriter in such written request to such Holder, and, if such registration is withdrawn, the related demand for registration which date shall not count for be later than 90 days after such expected date of effectiveness or the purposes commencement of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by (a) Notwithstanding Section 2.1 or Section 2.2, the Company shall be entitled to postpone the filing of a Registration Statement, and from time to time to require any Xxxxx Family Party which has requested Holder not to sell under a Registration Statement or suspend the effectiveness thereof, if (i) the Board of Directors of the Company determines in good faith that such registration under this Section 1 that a and/or offering would materially and adversely affect any offering of securities of the Company, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay the filing not delay, suspend or withdraw such Registration Statement for more than sixty (but not the preparation60) of such registration statement days at any one time, or more than twice in any twelve (a “Suspension of Filing”)12) month period, or more than three times in any two year period. Upon receipt of any written notice from the delivery Company of (i) the happening of any Suspension Event during the period the Registration Statement is effective or (ii) the Suspension Event resulting in the Registration Statement or related Prospectus containing any untrue statement of a Materiality Notice by material fact or omits to state any material fact required to be stated therein or necessary to make the Company pursuant statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, each Holder agrees, subject to the proviso of the immediately preceding sentence at any time when a registration statement has been filed but not declared effectivesentence, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until x) it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement any Registration Statement until such Xxxxx Family Party Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (y) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filingwritten notice delivered by the Company unless otherwise required by law, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena or other inquiry from any governmental or regulatory authority. If so directed by the Company, each Xxxxx Family Party such Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party the Holder’s counsel. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or its agents current at distribute any Registrable Securities pursuant to any Registration Statement or to require the time of receipt Company to take action with respect to the registration or sale of any Materiality Notice. In Registrable Securities pursuant to any 12-month period, Registration Statement shall be suspended until the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of date on which the Company is required to maintain has filed such reports, and the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement Company shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering file all such reports as promptly as practicable and (ii) three business days after notify the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if Holders in writing as promptly as practicable when such registration suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Sphere Entertainment Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Sphere Entertainment Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Sphere Entertainment Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Sphere Entertainment Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Sphere Entertainment Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Sphere Entertainment Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Sphere Entertainment Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Sphere Entertainment Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Sphere Entertainment Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Sphere Entertainment Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Sphere Entertainment Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Sphere Entertainment Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement).

Suspension of Offering. Upon notice by (a) If the Company to determines in its good faith judgment that the filing of the Registration Statement under SECTION 1.1, 1.2 OR 1.3 hereof or the use of any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation prospectus would materially impede, delay or consummation of a transaction by interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries is pending subsidiaries, or an event require the disclosure of important information which the Company has occurreda material business purpose for preserving as confidential or the disclosure of which would materially impede the Company's ability to consummate a significant transaction, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and upon written notice of such disclosure would, in the good faith judgment of the board of directors of determination by the Company, be materially adverse the rights of each Holder to offer, sell or distribute any Registrable Securities pursuant to a Registration Statement or to require the Company to take action with respect to the business interests registration or sale of any Registrable Securities pursuant to a Registration Statement (including any action contemplated by SECTION 1.4 hereof) will be suspended until the Companydate upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this SECTION 1.7(a) is no longer necessary, and the nondisclosure of which but, in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)any event, no such period shall extend for longer than 60 days; PROVIDED the Company may delay deliver only two such notices in any twelve month period. (b) In the filing (but not case of the preparation) registration of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice any underwritten public offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to the preceding sentence at any time when such plan or (B) a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”dividend reinvestment plan), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omissionHolder agrees, or until it is advised if requested in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional managing underwriter or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in underwriters administering such offering, not to effect any underwritten offering for the Xxxxx Family Parties shall be entitled resale of Registrable Securities (or any option or right to withdraw such registration acquire Registrable Securities), other than pursuant to a Piggyback Registration, during the period commencing on the 7th day prior to the later of (i) the end expected effective date of the Suspension of Offering and (ii) three business days after Registration Statement covering such underwritten public offering or the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endproposed offering is expected to commence (which date shall be stated in such notice) and ending on the date specified by such managing underwriter in such written request to such Holder, and, if such registration is withdrawn, the related demand for registration which date shall not count for be later than 45 days after such expected date of effectiveness or the purposes commencement of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by Notwithstanding the provisions of Section 2 or 3, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of the Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”); provided, however, that the Company may not delay or suspend the filing Registration Statement on more than two occasions or for more than sixty (but not the preparation60) of such registration statement consecutive calendar days, or more than ninety (a “Suspension of Filing”)90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and it will maintain the confidentiality of any additional information included in such written notice delivered by the Company in accordance with Section 10.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Holder’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Securities in such Xxxxx Family PartyHolder’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by Notwithstanding Section 3.1(a) and Section 3.1(c) hereof, if the Company to Board of Directors, in its good faith judgment, determines that any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation should not be made or consummation continued because of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)Suspension Event, the Company may delay (x) postpone the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by Registration Statement, and (y) in the Company pursuant to the preceding sentence at any time when case of a registration statement Registration Statement that has been filed but relating to a Demand Registration, upon the approval of a majority of the Board of Directors, require the Designated Holders not declared effectiveto sell under the Registration Statement or to suspend the effectiveness thereof; provided, however, that the Company may delay seeking not delay, suspend or withdraw the effectiveness Registration Statement for more than sixty (60) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of such registration statement (any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies result of a supplemented Suspension Event the Registration Statement or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration related Prospectus contains any untrue statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by material fact or omits to state any material fact required to be stated therein or necessary to make the Company pursuant to statements therein, in light of the first sentence circumstances under which they were made (in the case of this Section 1(cthe Prospectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Designated Holder agrees that (i) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party Designated Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Designated Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights AgreementDesignated Holder’s counsel.

Suspension of Offering. Upon notice by At any time during the Effective Period, ---------------------- the Company to any Xxxxx Family Party which has requested registration may determine that offers and sales by Investors under this Section 1 that the Registration Statement or otherwise shall be suspended if (i) a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment Company's reasonable judgment, based upon the advice of outside counsel, require additional disclosure by the board Company in the Registration Statement of directors of material information which the Company, be materially adverse to the Company has a bona fide business interests of the Companypurpose for keeping confidential, and the nondisclosure of which in the registration statement Registration Statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements requirements, or (ii) the offering of such Registrable Shares would, in the Company's reasonable judgment, based upon the advice of its underwriter, adversely affect a “Materiality Notice”)pending or proposed underwritten public offering or Rule 144A offering of the Common Stock or other securities by the Company. Immediately upon making such a determination, the Company may delay the filing (but not the preparation) of such registration statement shall give written notice to each Investor (a “Suspension "Materiality Notice"), upon receipt of Filing”). Upon which each Investor agrees that it will immediately discontinue offers and sales of the delivery Registrable Shares under the Registration Statement or otherwise until (x) in the case of a Materiality Notice by the Company delivered pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effectiveclause (i) above, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party Investor receives copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effectiveeffective or (y) in the case of a Materiality Notice delivered pursuant to clause (ii) above, or until it is advised in writing by such Investor receives a subsequent notice from the Company that revokes or otherwise withdraws such Materiality Notice; provided, that the Company may delay, suspend or withdraw the Registration Statement and such offers under such registration statement may be resumed and has received copies sales pursuant to clause (i) above, for no more than fifteen (15) days after the abandonment or consummation of any additional of the foregoing negotiations, transactions or supplemental filings which are incorporated by reference events or, in any event, for no more than ninety (90) days after delivery of the Materiality Notice pursuant to clause (i) above, at any one time (and the Company shall not be entitled to require the Investor to discontinue offers and sales pursuant to clause (i) for a period of more than 90 days during any 12-month period or pursuant to clause (ii), including the immediately succeeding proviso, for a period of more than 180 days during any 12-month period); and provided further, that in the registration statement case of clause (a “Suspension ii) each ---------------- Investor will be bound by the same lockup agreement as is required for all affiliates of Offering;” a Suspension the Company by the underwriter of Filing, a Suspension such offering which shall not extend for more than ninety (90) days after the closing of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)such offering. If so directed by the Company, each Xxxxx Family Party Investor will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering the Registrable Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any a Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Party which has requested registration under this Notwithstanding Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)3.1(a) hereof, the Company may delay shall be entitled to postpone the filing (but of the Registration Statement, and from time to time to require Holder not to sell under the preparation) of such registration statement (a “Suspension of Filing”). Upon Registration Statement or to suspend the delivery effectiveness thereof, upon the occurrence of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effectiveSuspension Event; PROVIDED, HOWEVER, that the Company may delay seeking not delay, suspend or withdraw the effectiveness Registration Statement for more than sixty (60) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of such registration statement (any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies result of a supplemented Suspension Event the Registration Statement or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration related Prospectus contains any untrue statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by material fact or omits to state any material fact required to be stated therein or necessary to make the Company pursuant to statements therein, in light of the first sentence circumstances under which they were made (in the case of this Section 1(cthe Prospectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall the Holder agrees that (i) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party the Holder will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering Shares in the possession of such Xxxxx Family Party or its agents Registrable Securities current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementnotice.

Suspension of Offering. Upon notice by (a) Notwithstanding the provisions of Section 2 or 4, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the filing or effectiveness of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if (a) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurredoccurred or circumstances exist, which negotiation, consummation consummation, event or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment circumstances a majority of the Company’s board of directors reasonably believes, upon the advice of outside legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of a majority of the Company’s board of directors, upon the advice of outside legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”)) or (b) such filing, effectiveness or sales would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control; provided, however, that the Company may not delay or suspend the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company Registration Statement pursuant to the preceding sentence at foregoing clause on more than two occasions or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case, during any time when a registration statement has been filed but not declared effective, 12-month period. Upon receipt of any written notice from the Company may delay seeking of the effectiveness happening of such registration statement (any of the events described in this Section 5.1 during the period that the Registration Statement is effective or if as a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies result of a supplemented Suspension Event the Registration Statement or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration related Prospectus contains any untrue statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by material fact or omits to state any material fact required to be stated therein or necessary to make the Company pursuant to statements therein, in light of the first sentence circumstances under which they were made (in the case of this Section 1(cthe Prospectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (a) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party (i) the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to prepare as soon as practicable) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, or until it is advised in writing (ii) unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (b) it will maintain the confidentiality of any additional or supplemental filings which are incorporated information included in such written notice delivered by reference the Company in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)accordance with Section 10.1. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Holder’s sole discretion, destroy all copies (other than permanent file copies then of the Prospectus covering the Registrable Securities in such Xxxxx Family PartyHolder’s possession) . In the event it provides written notice of any prospectus covering Shares in a Suspension Event to the possession Holders, the Company agrees to concurrently provide a copy of such Xxxxx Family Party or its agents current at written notice to CxxxxxxXxxx@xxx.xxx. (b) In addition, (i) during the time of receipt of any Materiality Notice. In any 12-month period, period starting with the aggregate time of all Suspensions shall not, without date that is ninety (90) days prior to the consent of a majority Company’s good faith estimate of the Xxxxx Family Holders date of the filing of, and ending on a date ninety (by number of Shares held)90) days after the effective date of, which consent shall not be unreasonably withhelda Company-initiated registration, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which and provided that the Company is required continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of a registration statement the applicable Shelf Registration Statement, or (ii) if, pursuant to Section 1(a2.1(c) or 3.1(c), Holders have requested an Underwritten Demand Registration or an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior underwriters to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in firmly underwrite such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties may, upon giving prompt written notice of such action to the anticipated date on which the Suspension of Offering will endHolders, anddelay any other registered offering pursuant to Section 2.1(c), if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a3.1(c) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement3.3.

Suspension of Offering. Upon notice by Notwithstanding the foregoing ---------------------- provisions of this Agreement, the Company shall not be required to any Xxxxx Family Party which has requested registration under this Section 1 that file a Registration Statement or to keep the Registration Statement effective if the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement for Registration Statement of material information which the requested registration and such disclosure would, Company (in the good faith judgment of the board its Board of directors of the CompanyDirectors, be materially adverse to the President or Chief Executive Officer) has a bona fide business interests of the Company, --------- purpose for keeping confidential and the nondisclosure of which in the registration statement would reasonably be expected to Registration Statement might cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)requirements; provided, however, that the Company (i) ----------------- will promptly notify the Trust if entitled to registration of each such determination and (ii) may delay not delay, suspend or withdraw the filing Registration Statement for such reason more than twice in any twelve (but not the preparation12)-month period or three times in any twenty-four (24) of such registration statement month period or for more than sixty (a “Suspension of Filing”)60) days at any one time. Upon receipt of any notice from the delivery Company of the happening of any event during the period the Registration Statement is effective which is of a Materiality Notice by the Company pursuant to type specified in the preceding sentence at or as a result of which the Registration Statement or related Prospectus contains any time when untrue statement of a registration statement has been filed but material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not declared effectivemisleading, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall Trust agrees that it will immediately discontinue any offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party it receives copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party the Trust will deliver to the Company all any copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering the Registrable Shares in the its possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementnotice.

Suspension of Offering. Upon notice Notwithstanding the foregoing provisions of this Agreement, the Company shall not be required to file a Registration Statement or to keep the Registration Statement effective if the following unforeseen circumstance exists: (i) an underwritten primary offering by the Company to any Xxxxx Family Party which has requested registration been commenced and the Company is advised by the underwriters that the sale of Registrable Shares under this Section 1 that the Registration Statement would have a material adverse affect on the primary offering, or (ii) if the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a BONA FIDE business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure of which in the registration statement would reasonably be expected to Registration Statement might cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)requirements; PROVIDED, HOWEVER, that the Company may delay not delay, suspend or withdraw the filing Registration Statement for such reasons more than twice in any twelve (but not the preparation12)- month period or for more than ninety (90) of such registration statement (a “Suspension of Filing”)days at any one time. Upon receipt of any notice from the delivery Company of the happening of any event during the period the Registration Statement is effective which is of a Materiality Notice by the Company pursuant to type specified in the preceding sentence at or as a result of which the Registration Statement or related Prospectus contains any time when untrue statement of a registration statement has been filed but material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not declared effectivemisleading, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall Investors agree that they will immediately discontinue any offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party receives Investors receive copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and receive notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party Investors will deliver to the Company all any copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering the Registrable Shares in the their possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementnotice.

Suspension of Offering. Upon notice by (a) If the Company to determines in its good faith judgment that the filing of the Shelf Registration Statement under Section 1.1 hereof or the use of any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation Prospectus would materially impede, delay or consummation of a transaction by interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries is pending subsidiaries, or an event require the disclosure of important information which the Company has occurreda bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a significant transaction, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and upon written notice of such disclosure would, in the good faith judgment of the board of directors of determination by the Company, be materially adverse the rights of each Holder to offer, sell or distribute any Registrable Securities pursuant to the business interests Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 1.1 hereof) will be suspended until the date upon which the Company notifies each Holder in writing that suspension of such rights for the grounds set forth in this Section 1.2(a) is no longer necessary, but no such period shall extend for longer than 90 days. (b) In the case of the Company, and the nondisclosure registration of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice any underwritten public offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to the preceding sentence at any time when such plan or (B) a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”dividend reinvestment plan), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omissionHolder agrees, or until it is advised if requested in writing by the Company that offers under managing underwriter or underwriters administering such registration statement may be resumed and has received copies offering, not to effect any offer, sale or distribution of Registrable Securities (or any additional option or supplemental filings which are incorporated by reference in such registration statement. Upon right to acquire Registrable Securities) during the delivery of a Materiality Notice by period commencing on the Company pursuant 7th day prior to the first sentence expected effective date of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by covering such underwritten public offering or the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endproposed offering is expected to commence (which date shall be stated in such notice) and ending on the date specified by such managing underwriter in such written request to such Holder, and, if such registration is withdrawn, the related demand for registration which date shall not count for be later than 90 days after such expected date of effectiveness or the purposes commencement of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by Notwithstanding Section 3.1(a) and Section 3.1(c) hereof, if the Company to Board of Directors, in its good faith judgment, determines that any Xxxxx Family Party which has requested registration under this Section 1 that a should not be made or continued because the negotiation or consummation of a material transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Board of Directors’ reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”), the Company may delay (x) postpone the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by Registration Statement, and (y) in the Company pursuant to the preceding sentence at any time when case of a registration statement Registration Statement that has been filed but relating to a Demand Registration, upon the approval of a majority of the Board of Directors, require the Designated Holders not declared effectiveto sell under the Registration Statement or to suspend the effectiveness thereof; provided, however, that the Company may delay seeking not delay, suspend or withdraw the effectiveness Registration Statement for more than sixty (60) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of such registration statement (any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies result of a supplemented Suspension Event the Registration Statement or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration related Prospectus contains any untrue statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by material fact or omits to state any material fact required to be stated therein or necessary to make the Company pursuant to statements therein, in light of the first sentence circumstances under which they were made (in the case of this Section 1(cthe Prospectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Designated Holder agrees that (i) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party Designated Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Designated Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights AgreementDesignated Holder’s counsel.

Suspension of Offering. Upon notice by Notwithstanding the provisions of Sections 2 or 3, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of the Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”); provided, however, that the Company may not delay or suspend the filing Registration Statement on more than two occasions or for more than sixty (but not the preparation60) of such registration statement consecutive calendar days, or more than ninety (a “Suspension of Filing”)90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and it will maintain the confidentiality of any additional information included in such written notice delivered by the Company in accordance with Section 10.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Holder’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Securities in such Xxxxx Family PartyHolder’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by (a) Notwithstanding Section 2.1 hereof, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the filing of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a Registration Statement or to suspend the effectiveness thereof, if (i) the Company is actively pursuing an underwritten primary offering of equity securities of the Company, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay the filing not delay, suspend or withdraw such Registration Statement for more than ninety (but not the preparation90) of such registration statement days at any one time, or more than twice in any twelve (a “Suspension of Filing”)12) month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (x) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (y) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party Holder’s counsel. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or its agents current at distribute any Registrable Securities pursuant to any Registration Statement or to require the time of receipt Company take action with respect to the registration or sale of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement Registrable Securities pursuant to Section 1(a) of this Agreement any Registration Statement shall be extended by suspended until the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endCompany has filed such reports, and, if and the Company shall notify the Holders in writing as promptly as practicable when such registration suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon notice by Notwithstanding Section 2.3 hereof, if the Company to Board of Directors, in its good faith judgment, determines that any Xxxxx Family Party which has requested registration under this Section 1 that a should not be made or continued because the negotiation or consummation of a material transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company's reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality Notice”"Suspension Event"), the Company may delay postpone the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by Registration Statement and, upon the Company pursuant approval of a majority of the Board of Directors, require the Designated Holder not to sell under the preceding sentence at any time when a registration statement has been filed but not declared effectiveRegistration Statement or to suspend the effectiveness thereof; provided, however, that the Company may delay seeking not delay, suspend or withdraw the effectiveness Registration Statement for more than sixty (60) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of such registration statement (any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies result of a supplemented Suspension Event the Registration Statement or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration related Prospectus contains any untrue statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by material fact or omits to state any material fact required to be stated therein or necessary to make the Company pursuant to statements therein, in light of the first sentence circumstances under which they were made (in the case of this Section 1(cthe Prospectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Designated Holder agrees that (i) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party Designated Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare and deliver to such Designated Holder) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Designated Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice that are in the physical possession of such Designated Holder, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights AgreementDesignated Holder's counsel.

Suspension of Offering. Upon notice by Notwithstanding the Company provisions of Section ‎2 or ‎3, Pubco shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company Pubco or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by Pubco in a Registration Statement of material information that Pubco has a bona fide business purpose for keeping confidential and the registration statement for the requested registration and such non-disclosure wouldof which in a Registration Statement would be expected, in the good faith judgment reasonable determination of the board Board, upon the advice of directors of the Companylegal counsel, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)each such circumstance, the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of FilingEvent”); provided, however, that Pubco may not delay or suspend a Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days in each case during any twelve-month period. Upon receipt of any written notice from Pubco of the delivery occurrence of any Suspension Event during the period that a Registration Statement is effective or if as a result of a Materiality Notice by the Company pursuant to the preceding sentence at Suspension Event a Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference they were made (in such registration statement. Upon the delivery case of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which Pubco agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effectiveeffective or unless otherwise notified by Pubco that it may resume such offers and sales, or until and (ii) it is advised in writing by will maintain the Company that offers under such registration statement may be resumed and has received copies confidentiality of any additional information included in such written notice delivered by Pubco in accordance with Section ‎10.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the CompanyPubco, each Xxxxx Family Party Holder will deliver to the Company Pubco or, in each such Holder’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Shares in such Xxxxx Family PartyHolder’s possession) . For the avoidance of doubt, Pubco may in any prospectus covering Shares in the possession of such Xxxxx Family Party event delay or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain suspend the effectiveness of a registration statement pursuant Registration Statement, and from time to time require Holders not to sell under a Registration Statement or to suspend the effectiveness thereof in the case of an event described under Section 1(a6.1(vi) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares enable it to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations comply with its obligations set forth under clauses (ii) and (iii) of in Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement6.1(vii).

Suspension of Offering. Upon notice (a) Notwithstanding Sections 2.1 and 2.2 hereof, the Company shall be entitled to postpone the filing of a Registration Statement, to suspend the effectiveness of a Registration Statement or to require the Holder to suspend sales of Registrable Securities under a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than ninety (90) days at any one time, or more than twice in any twelve (12) month period), if any of the following events shall occur: (i) the Company is actively pursuing an underwritten primary offering of the Company’s equity securities; (ii) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or its subsidiaries; (iii) an event has occurred as a result of which the Prospectus included in such Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) an event has occurred which would require additional disclosure by the Company to any Xxxxx Family Party in the Registration Statement of material information which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements requirements; or (v) any trading blackout imposed by the Company in connection with the release of quarterly earnings results (each such circumstance a “Materiality NoticeSuspension Event”). No Suspension Event of the type described in clause (v) of the immediately preceding sentence shall count towards the maximum number of days or the maximum number of Suspension Events permitted in any twelve (12) month period. Upon the occurrence of any Suspension Event, the Company may delay the filing (but not the preparation) of such registration statement shall provide written notice (a “Suspension Notice”) to each Holder to suspend sales of Filing”)Registrable Securities. Such Suspension Notice shall state generally the basis for the notice, that such suspension shall continue only as long as the Suspension Event or its effect is continuing and that the Company is taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies receipt of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effectiveSuspension Notice, each Xxxxx Family Party named therein shall Holder agrees that (x) it will immediately discontinue suspend offers and sales of Shares the Registrable Securities under such registration statement Registration Statement until such Xxxxx Family Party the Holder receives copies an End of a supplemented or amended prospectus that corrects such misstatement or omission Suspension Notice (as defined below), and notice that (y) it will maintain the confidentiality of any post-effective amendment has become effective, or until it is advised information included in writing the Suspension Notice delivered by the Company that unless otherwise required by law or subpoena. Holders may recommence offers under and sales of Registrable Securities pursuant to a Registration Statement following receipt of written notice to such registration statement may be resumed and has received copies effect from the Company (an “End of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “SuspensionsNotice”). If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice, other than permanent file copies then in such Xxxxx Family PartyHolder’s possession. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company take action with respect to the registration or sale of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement Registrable Securities pursuant to Section 1(a) of this Agreement any Registration Statement shall be extended by suspended until the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endCompany has filed such reports, and, if and the Company shall notify the Holders in writing as promptly as practicable when such registration suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon notice At any time during the Effective Period, the Company may determine, in the good faith judgment of its Board of Directors, based upon the advice of counsel, that offers and sales by the Company to any Xxxxx Family Party which has requested registration Investor under this Section 1 that the Registration Statement shall be suspended if a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Companykeeping confidential, and the nondisclosure of which in the registration statement Registration Statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (requirements. Immediately upon making such a “Materiality Notice”)determination, the Company may delay shall give written notice to the filing (but not the preparation) of such registration statement Investor (a “Suspension "Materiality Notice"), upon receipt of Filing”). Upon which the delivery Investor agrees that it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement until (x) in the case of a Materiality Notice by the Company delivered pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effectiveclause (i) above, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party Investor receives copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effectiveeffective or (y) in the case of a Materiality Notice delivered pursuant to clause (ii) above, or until it is advised in writing by such Investor receives a subsequent notice from the Company that offers under revokes or otherwise withdraws such registration statement Materiality Notice; provided, that the Company may be resumed delay, suspend or withdraw the Registration Statement pursuant to clauses (i) and has received copies (ii) above, for no more than fifteen (15) days after the abandonment or consummation of any additional of the foregoing negotiations, transactions, events or supplemental filings which are incorporated by reference offerings or, in any event, for no more than ninety (90) days after delivery of the registration statement Materiality Notice pursuant to clauses (i) and (ii) above, at any one time (and the Company shall not be entitled to require the Investor to discontinue offers and sales for a “Suspension period of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”more than 90 days during any 12-month period). If so directed by the Company, each Xxxxx Family Party the Investor will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering the Registrable Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any a Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by Notwithstanding the Company provisions of SECTION 2 or 3, PubCo shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company PubCo or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by PubCo in a Registration Statement of material information that PubCo has a bona fide business purpose for keeping confidential and the registration statement for the requested registration and such non-disclosure wouldof which in a Registration Statement would be expected, in the good faith judgment reasonable determination of the board Board, upon the advice of directors of the Companylegal counsel, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)each such circumstance, the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of FilingEvent”); provided, however, that PubCo may not delay or suspend a Registration Statement on more than two occasions or for more than 60 consecutive calendar days in each case during any 12-month period. Upon receipt of any written notice from PubCo of the delivery occurrence of any Suspension Event during the period that a Registration Statement is effective or if as a result of a Materiality Notice by the Company pursuant to the preceding sentence at Suspension Event a Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference they were made (in such registration statement. Upon the delivery case of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which PubCo agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effectiveeffective or unless otherwise notified by PubCo that it may resume such offers and sales, or until and (ii) it is advised in writing by will maintain the Company that offers under such registration statement may be resumed and has received copies confidentiality of any additional information included in such written notice delivered by PubCo in accordance with Section 10.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the CompanyPubCo, each Xxxxx Family Party Holder will deliver to the Company PubCo or, in each such Xxxxxx’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Shares in such Xxxxx Family PartyHolder’s possession) . For the avoidance of doubt, PubCo may in any prospectus covering Shares in the possession of such Xxxxx Family Party event delay or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain suspend the effectiveness of a registration statement pursuant Registration Statement, and from time to time require Holders not to sell under a Registration Statement or to suspend the effectiveness thereof in the case of an event described under Section 1(a6.1(vi) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares enable it to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations comply with its obligations set forth under clauses (ii) and (iii) of in Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement6.1(vii).

Suspension of Offering. Upon notice (a) Notwithstanding Sections 2.1 and 2.2 hereof, the Company shall be entitled to postpone the filing of a Registration Statement, to suspend the effectiveness of a Registration Statement or to require the Holder to suspend sales of Registrable Securities under a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than ninety (90) days at any one time, or more than twice in any rolling twelve (12) month period), if any of the following events shall occur: (i) the Company is actively pursuing an underwritten primary offering of the Company’s equity securities; (ii) an event has occurred as a result of which the Prospectus included in such Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) an event has occurred which the majority of the independent members of the Board of Trustees, after the advice of counsel, has determined would require additional disclosure by the Company to any Xxxxx Family Party in the Registration Statement of material information which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination after advice of counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of each such registration statement (circumstance a “Suspension of FilingEvent”). Upon the delivery occurrence of any Suspension Event, the Company shall provide written notice (a Materiality “Suspension Notice”) to each Holder to suspend sales of Registrable Securities. Such Suspension Notice shall state generally the basis for the notice (but shall not contain or be accompanied by the disclosure of any material nonpublic information), that such suspension shall continue only as long as the Suspension Event or its effect is continuing and that the Company is taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. Upon receipt of any Suspension Notice, each Holder agrees that (x) it will immediately suspend offers and sales of the Registrable Securities under such Registration Statement until the Holder receives an End of Suspension Notice (as defined below), and (y) it will maintain the confidentiality of any information included in the Suspension Notice delivered by the Company unless otherwise required by law or subpoena. Holders may recommence offers and sales of Registrable Securities pursuant to a Registration Statement following receipt of written notice to such effect from the Company (an “End of Suspension Notice”). (b) If all reports required to be filed by the Company pursuant to the preceding sentence at any time when a registration statement has Exchange Act have not been filed but not declared effectiveby the required date taking into account any permissible extension, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing upon written notice thereof by the Company that offers under such to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to any Registration Statement or to require the Company take action with respect to the registration statement may be resumed and has received copies or sale of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company Registrable Securities pursuant to any Registration Statement shall be suspended until the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of date on which the Company has filed such reports, and the Company shall notify the Holders in writing as promptly as practicable when such suspension is no longer required. This Section 2.4(b) shall not excuse the obligation of the Company timely to file all required reports, or otherwise to maintain the effectiveness of a registration statement pursuant to Section 1(a) of Registration Statement, as required by this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by Notwithstanding the Company provisions of Section 2 or ‎3, PubCo shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company PubCo or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by PubCo in a Registration Statement of material information that PubCo has a bona fide business purpose for keeping confidential and the registration statement for the requested registration and such non-disclosure wouldof which in a Registration Statement would be expected, in the good faith judgment reasonable determination of the board Board, upon the advice of directors of the Companylegal counsel, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)each such circumstance, the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of FilingEvent”); provided, however, that PubCo may not delay or suspend a Registration Statement on more than two occasions or for more than 60 consecutive calendar days in each case during any 12-month period. Upon receipt of any written notice from PubCo of the delivery occurrence of any Suspension Event during the period that a Registration Statement is effective or if as a result of a Materiality Notice by the Company pursuant to the preceding sentence at Suspension Event a Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference they were made (in such registration statement. Upon the delivery case of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which PubCo agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effectiveeffective or unless otherwise notified by PubCo that it may resume such offers and sales, or until and (ii) it is advised in writing by will maintain the Company that offers under such registration statement may be resumed and has received copies confidentiality of any additional information included in such written notice delivered by PubCo in accordance with Section ‎10.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the CompanyPubCo, each Xxxxx Family Party Holder will deliver to the Company PubCo or, in each such Xxxxxx’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Shares in such Xxxxx Family PartyHolder’s possession) . For the avoidance of doubt, PubCo may in any prospectus covering Shares in the possession of such Xxxxx Family Party event delay or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain suspend the effectiveness of a registration statement pursuant Registration Statement, and from time to time require Holders not to sell under a Registration Statement or to suspend the effectiveness thereof in the case of an event described under Section 1(a6.1(vi) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares enable it to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations comply with its obligations set forth under clauses (ii) and (iii) of in Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement6.1(vii).

Suspension of Offering. Upon notice by (a) If the Company to determines in its good faith judgment that the filing of the Shelf Registration Statement under SECTION 1.1 hereof or the use of any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation prospectus would materially impede, delay or consummation of a transaction by interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries is pending subsidiaries, or an event require the disclosure of important information which the Company has occurreda material business purpose for preserving as confidential or the disclosure of which would materially impede the Company's ability to consummate a significant transaction, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and upon written notice of such disclosure would, in the good faith judgment of the board of directors of determination by the Company, be materially adverse the rights of each Holder to offer, sell or distribute any Registrable Securities pursuant to the business interests of Shelf Registration Statement or to require the Company, and the nondisclosure of which in Company to take action with respect to the registration statement would reasonably or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by SECTION 1.1 hereof) will be expected to cause suspended until the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this SECTION 1.2(A) is no longer necessary, but, in any event, no such period shall extend for longer than 45 days; PROVIDED the Company may delay deliver only two such notices in any twelve month period. (b) In the filing (but not case of the preparation) registration of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice any underwritten public offering proposed by the Company (other than any registration by the Company on Form S-3 or S-8, as the case may be, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to the preceding sentence at any time when such plan or (B) a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”dividend reinvestment plan), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omissionHolder agrees, or until it is advised if requested in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional managing underwriter or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in underwriters administering such offering, not to effect any underwritten offering for the Xxxxx Family Parties shall be entitled resale of Registrable Securities (or any option or right to withdraw such registration acquire Registrable Securities) during the period commencing on the 7th day prior to the later of (i) the end expected effective date of the Suspension of Offering and (ii) three business days after Shelf Registration Statement covering such underwritten public offering or the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endproposed offering is expected to commence (which date shall be stated in such notice) and ending on the date specified by such managing underwriter in such written request to such Holder, and, if such registration is withdrawn, the related demand for registration which date shall not count for be later than 90 days after such expected date of effectiveness or the purposes commencement of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by Notwithstanding the provisions of Section 2 or Section 3, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of the Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or any of its subsidiaries Subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the Company’s board of directors (“Board”) reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”); provided, however, that the Company may not delay or suspend the filing Registration Statement on more than two occasions or for more than sixty (but not the preparation60) of such registration statement consecutive calendar days, or more than ninety (a “Suspension of Filing”)90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional information included in such written notice delivered by the Company in accordance with Section 10.1 unless otherwise required by Law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Holder’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Shares in such Xxxxx Family PartyHolder’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties provides written notice of a Suspension Event to the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawnHolders, the related demand for registration shall not count for the purposes Company agrees to concurrently provide a copy of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementsuch written notice to XxxxxxxXxxx@xxx.xxx.

Suspension of Offering. Upon notice by Notwithstanding the Company provisions of Section 2 or 3, Pubco shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company Pubco or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by Pubco in a Registration Statement of material information that Pubco has a bona fide business purpose for keeping confidential and the registration statement for the requested registration and such non-disclosure wouldof which in a Registration Statement would be expected, in the good faith judgment reasonable determination of the board Board, upon the advice of directors of the Companylegal counsel, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)each such circumstance, the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of FilingEvent”); provided, however, that Pubco may not delay or suspend a Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days in each case during any twelve-month period. Upon receipt of any written notice from Pubco of the delivery occurrence of any Suspension Event during the period that a Registration Statement is effective or if as a result of a Materiality Notice by the Company pursuant to the preceding sentence at Suspension Event a Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference they were made (in such registration statement. Upon the delivery case of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which Pubco agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effectiveeffective or unless otherwise notified by Pubco that it may resume such offers and sales, or until and (ii) it is advised in writing by will maintain the Company that offers under such registration statement may be resumed and has received copies confidentiality of any additional information included in such written notice delivered by Pubco in accordance with Section 10.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the CompanyXxxxx, each Xxxxx Family Party Holder will deliver to the Company Pubco or, in each such Xxxxxx’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Shares in such Xxxxx Family PartyXxxxxx’s possession) . For the avoidance of doubt, Pubco may in any prospectus covering Shares in the possession of such Xxxxx Family Party event delay or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain suspend the effectiveness of a registration statement pursuant Registration Statement, and from time to time require Holders not to sell under a Registration Statement or to suspend the effectiveness thereof in the case of an event described under Section 1(a6.1(vi) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares enable it to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations comply with its obligations set forth under clauses (ii) and (iii) of in Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement6.1(vii).

Suspension of Offering. Upon notice by Notwithstanding the provisions of Section 2 or Section 3, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of the Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or any of its subsidiaries Subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the Company’s board of directors (“Board”) reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”); provided, however, that the Company may not delay or suspend the filing Registration Statement on more than two occasions or for more than sixty (but not the preparation60) of such registration statement consecutive calendar days, or more than ninety (a “Suspension of Filing”)90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective posteffective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional information included in such written notice delivered by the Company in accordance with Section 10.1 unless otherwise required by Law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Holder’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Shares in such Xxxxx Family PartyHolder’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties provides written notice of a Suspension Event to the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawnHolders, the related demand for registration shall not count for the purposes Company agrees to concurrently provide a copy of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementsuch written notice to XxxxxxxXxxx@xxx.xxx.

Suspension of Offering. Upon notice by Notwithstanding the Company foregoing provisions of this Agreement, Camden shall not be required to any Xxxxx Family Party which has requested registration under this Section 1 that file a Registration Statement or to keep the Registration Statement effective if the negotiation or consummation of a transaction by the Company Camden or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by Camden in the registration statement Registration Statement of material information which Camden has a BONA FIDE business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure of which in the registration statement would reasonably be expected to Registration Statement might cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)requirements; PROVIDED, HOWEVER, that Camden may not delay, suspend or withdraw the Company may delay the filing (but not the preparation) of Registration Statement for such registration statement (a “Suspension of Filing”)reason more than twice in any 12-month period or for more than 60 days at any one time. Upon receipt of any notice from Camden of the delivery happening of any event during the period the Registration Statement is effective which is of a Materiality Notice by the Company pursuant to type specified in the preceding sentence at or as a result of which the Registration Statement or related Prospectus contains any time when untrue statement of a registration statement has been filed but material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not declared effectivemisleading, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall Investors agree that they will immediately discontinue any offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party receives Investors receive copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and receive notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the CompanyCamden, each Xxxxx Family Party Investors will deliver to Camden any copies of the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus Prospectus covering the Registrable Shares in the their possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementnotice.

Suspension of Offering. Upon notice by Notwithstanding the foregoing ---------------------- provisions of this Agreement, the Company shall not be required to any Xxxxx Family Party which has requested registration under this Section 1 that file a Registration Statement or to keep the Registration Statement effective if the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement for Registration Statement of material information which the requested registration and such disclosure would, Company (in the good faith judgment of the board its Board of directors of the CompanyDirectors, be materially adverse to the President or Chief Executive Officer) has a bona fide business interests of the Company, ---- ---- purpose for keeping confidential and the nondisclosure of which in the registration statement would reasonably be expected to Registration Statement might cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)requirements; provided, however, that the Company (i) -------- ------- will promptly notify the holders of Registrable Shares otherwise entitled to registration of each such determination and (ii) may delay not delay, suspend or withdraw the filing Registration Statement for such reason more than twice in any twelve (but not the preparation12)-month period or three times in any twenty-four (24) of such registration statement month period or for more than sixty (a “Suspension of Filing”)60) days at any one time. Upon receipt of any notice from the delivery Company of the happening of any event during the period the Registration Statement is effective which is of a Materiality Notice by the Company pursuant to type specified in the preceding sentence at or as a result of which the Registration Statement or related Prospectus contains any time when untrue statement of a registration statement has been filed but material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not declared effectivemisleading, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall Investors agree that they will immediately discontinue any offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party receives Investors receive copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and receive notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party Investors will deliver to the Company all any copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering the Registrable Shares in the their possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementnotice.

Suspension of Offering. Upon notice The Company may determine at any time that the offers and sales by the Company to any Xxxxx Family Party which has requested registration Holder under this Section 1 that the Registration Statement or otherwise during the Effective Period, shall be suspended if (i) a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment Company's reasonable judgment, based upon the advice of counsel, require additional disclosure by the board Company in the Registration Statement of directors of material information which the Company, be materially adverse to the Company has a bona fide business interests of the Companypurpose for keeping confidential, and the nondisclosure of which in the registration statement Registration Statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements or obtaining any financial statements relating to an acquisition or business combination required to be included in the Registration Statement would be impracticable, or (ii) the offering of such Registrable Shares would, in the Company's reasonable judgment, based upon the written advice of its underwriter, adversely affect a “Materiality Notice”)pending or proposed underwritten public offering or Rule 144A offering of the Common Stock or other securities by the Company. Immediately upon making such a determination, the Company may delay shall give written notice (which shall include a certificate of the filing (but not Chief Executive Officer or President of the preparation) Company as to the nature of such registration statement determination) to the Holder (a “Suspension "Materiality Notice"), upon receipt of Filing”). Upon which the delivery Holder agrees, subject to the provisions of this Section 1.2, that it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement or otherwise until (x) in the case of a Materiality Notice by the Company delivered pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effectiveclause (i) above, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party Holder receives copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effectiveeffective or (y) in the case of a Materiality Notice delivered pursuant to clause (ii) above, or until it is advised in writing by the Holder receives a subsequent notice from the Company that revokes or otherwise withdraws such Materiality Notice; provided, that the Company may, suspend or withdraw the Registration Statement and such offers under such registration statement may be resumed and has received copies sales pursuant to clause (i) above, for no more than two (2) business days after the abandonment or consummation of any additional of the foregoing negotiations, transactions or supplemental filings which events (or if such negotiations are incorporated by reference consummated, then as soon as practicable to obtain the required financial statements, if any) or, in any event, for no more than thirty (30) days after delivery of the registration statement Materiality Notice pursuant to clauses (a “Suspension of Offering;” a Suspension of Filingi) or (ii) above, a Suspension of Effectiveness at any one time (and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheldentitled to require the Holder to delay or discontinue offers and sales pursuant to this Section 1.2 for more than two occasions during any twelve (12) month period and not for more than thirty (30) days at a time); and provided further, exceed 180 days. If interrupted by the Company agrees that it may not deliver a Suspension of Offering, any Materiality Notice during the initial 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided date that the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration Registration Statement is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementdeclared effective.

Suspension of Offering. Upon notice by Notwithstanding the provisions of Section 2 or 3, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of the Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”); provided, however, that the Company may not delay or suspend the filing Registration Statement on more than two occasions or for more than sixty (but not the preparation60) of such registration statement consecutive calendar days, or more than ninety (a “Suspension of Filing”)90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional information included in such written notice delivered by the Company in accordance with Section 10.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Holder’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Shares in such Xxxxx Family PartyHolder’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by (a) If the Company to determines in its good faith judgment that the filing of the Shelf Registration Statement under Section 2(a) or the use of any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation Prospectus would materially impede, delay or consummation of a transaction by interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries is pending subsidiaries, or an event require the disclosure of important information which the Company has occurreda material business purpose for preserving as confidential or the disclosure of which would materially impede the Company's ability to consummate a significant transaction, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and upon written notice of such disclosure would, in the good faith judgment of the board of directors of determination by the Company, be materially adverse the rights of each Holder to offer, sell or distribute any Registrable Securities pursuant to the business interests of Shelf Registration Statement or to require to sell or distribute any Registrable Securities pursuant to the Company, and Shelf Registration Statement or to require the nondisclosure of which in Company to take action with respect to the registration statement would reasonably or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 2 hereof) will be expected to cause suspended until the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4 is no longer necessary, but, in any event, no such period shall extend for longer than 45 days; PROVIDED the Company may delay deliver only two such notices in any twelve month period. (b) In the filing (but not case of the preparation) registration of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice any underwritten public offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to the preceding sentence at any time when plan or (ii) a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”dividend reinvestment plan), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omissionHolder agrees, or until it is advised if requested in writing by the Company that offers under managing underwriter or underwriters administering such registration statement may be resumed and has received copies offering, not to effect any underwritten offering for the resale of Registrable Securities (or any additional option or supplemental filings which are incorporated by reference in such registration statement. Upon right to acquire Registrable Securities) during the delivery of a Materiality Notice by period commencing on the Company pursuant 7th day prior to the first sentence expected effective date of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by covering such underwritten public offering or the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endproposed offering is expected to commence (which date shall be stated in such notice) and ending on the date specified by such managing underwriter in such written request to such Holder, and, if such registration is withdrawn, the related demand for registration which date shall not count for be later than 45 days after such expected date of effectiveness or the purposes commencement of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family MSG Sphere Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family MSG Sphere Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family MSG Sphere Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family MSG Sphere Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family MSG Sphere Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family MSG Sphere Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family MSG Sphere Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family MSG Sphere Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family MSG Sphere Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family MSG Sphere Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family MSG Sphere Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family MSG Sphere Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement).

Suspension of Offering. Upon notice by (a) If the Board of Directors of the Company to determines in its good faith judgment that the filing of the Shelf Registration Statement under Section 1.1 hereof or the use of any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation prospectus would materially impede, delay or consummation of a transaction by interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries is pending subsidiaries, or an event has occurredrequire the disclosure of important, confidential information, the pre-mature disclosure of which negotiationwould materially impede the Company's ability to consummate a significant transaction, consummation upon written notice by the Company of such determination, the rights of each Holder to offer, sell or event would distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require disclosure in the Company to take action with respect to the registration statement or sale of any Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 1.1 hereof) will be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the requested registration and such disclosure wouldgrounds set forth in this Section 1.2(a) is no longer necessary, but, in the good faith judgment of the board of directors of the Companyany event, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), no such period shall extend for longer than 45 days; provided the Company may delay deliver only two such notices in any twelve month period. (b) In the filing (but not case of the preparation) registration of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice any underwritten public offering proposed by the Company (other than any registration by the Company on Form S-8, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to the preceding sentence at any time when such plan or (B) a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”dividend reinvestment plan), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omissionHolder agrees, or until it is advised if requested in writing by the Company that offers under managing underwriter or underwriters administering such registration statement may be resumed and has received copies offering, not to effect any underwritten offering for the resale of Registrable Securities (or any additional option or supplemental filings which are incorporated by reference in such registration statement. Upon right to acquire Registrable Securities) during the delivery of a Materiality Notice by period commencing on the Company pursuant 7th day prior to the first sentence expected effective date of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by covering such underwritten public offering or the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endproposed offering is expected to commence (which date shall be stated in such notice) and ending on the date specified by such managing underwriter in such written request to such Holder, and, if such registration is withdrawn, the related demand for registration which date shall not count for be later than 45 days after such expected date of effectiveness or the purposes commencement of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Children Trust Party which has requested registration under this Section 1 2 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurredoccurred , which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a ““ Materiality NoticeNotice ”), the Company may delay the filing (but not the preparation) of such registration statement (a ““ Suspension of FilingFiling ”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a ““ Suspension of EffectivenessEffectiveness ”), and each Xxxxx Family Children Trust Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c2(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Children Trust Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a ““ Suspension of OfferingOffering ;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions“ Suspensions ”). If so directed by the Company, each Xxxxx Family Children Trust Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Children Trust Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Children Trust Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Children Trust Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any ninety (90-) day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a2(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Children Trust Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Children Trust Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (iiy) and (iiiz) of Section 1(a2(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by (a) Notwithstanding Sections 1.1 or 1.2 hereof, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the filing of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a Registration Statement or to suspend the effectiveness thereof, if (i) the Company is actively pursuing an underwritten primary offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay the filing not delay, suspend or withdraw such Registration Statement for more than ninety (but not the preparation90) of such registration statement days at any one time, or more than twice in any twelve (a “Suspension of Filing”)12) month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (x) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (y) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party Holder’s counsel. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or its agents current at distribute any Registrable Securities pursuant to any Registration Statement or to require the time of receipt Company take action with respect to the registration or sale of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement Registrable Securities pursuant to Section 1(a) of this Agreement any Registration Statement shall be extended by suspended until the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endCompany has filed such reports, and, if and the Company shall notify the Holders in writing as promptly as practicable when such registration suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon notice by (a) Notwithstanding Section 2.1 hereof, after the filing of the Registration Statement, the Company shall be entitled from time to time to require the Holders not to sell under a Registration Statement or to suspend the effectiveness thereof, if (i) the Company determines in good faith that such registration and/or offering would materially and adversely affect any Xxxxx Family Party which has requested registration under this Section 1 that a offering of securities of the Company, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay not delay, suspend or withdraw the filing Registration Statement for more than thirty (but not the preparation30) of such registration statement days at any one time, or more than three times in any twenty-four (a “Suspension of Filing”)24) month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (x) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party receives the Holders receive copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (y) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party the Holders will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party the Holders’ counsel. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders’ Representative, the rights of the Holders to offer, sell or its agents current at distribute any Registrable Securities pursuant to the time of receipt Registration Statement or to require the Company take action with respect to the registration or sale of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement Registrable Securities pursuant to Section 1(a) of this Agreement any Registration Statement shall be extended by suspended until the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endCompany has filed such reports, and, if and the Company shall notify the Holders’ Representative in writing as promptly as practicable when such registration suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon notice At any time during the Effective Period, the Company may determine, in the good faith judgment of its Board of Directors, based upon the advice of counsel, that offers and sales by the Company to any Xxxxx Family Party which has requested registration Investor under this Section 1 that the Registration Statement shall be suspended if (i) a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Companykeeping confidential, and the nondisclosure of which in the registration statement Registration Statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements requirements, or (ii) in the case of any underwritten public offering of Registrable Shares pursuant to an Underwritten Registration Notice, the offering of such Registrable Shares would adversely affect a “Materiality Notice”)pending or proposed public offering of the Common Stock by the Company. Immediately upon making such a determination, the Company may delay shall give written notice to the filing (but not the preparation) of such registration statement Investor (a “Suspension "Materiality Notice"), upon receipt of Filing”). Upon which the delivery Investor agrees that it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement until (x) in the case of a Materiality Notice by the Company delivered pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effectiveclause (i) above, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party Investor receives copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effectiveeffective or (y) in the case of a Materiality Notice delivered pursuant to clause (ii) above, or until it is advised in writing by such Investor receives a subsequent notice from the Company that offers under revokes or otherwise withdraws such registration statement Materiality Notice; provided, that the Company may be resumed delay, suspend or withdraw the Registration Statement pursuant to clauses (i) and has received copies (ii) above, for no more than fifteen (15) days after the abandonment or consummation of any additional of the foregoing negotiations, transactions, events or supplemental filings which are incorporated by reference offerings or, in any event, for no more than ninety (90) days after delivery of the registration statement Materiality Notice pursuant to clauses (i) and (ii) above, at any one time (and the Company shall not be entitled to require the Investor to discontinue offers and sales for a “Suspension period of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”more than 90 days during any 12-month period). If so directed by the Company, each Xxxxx Family Party the Investor will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering the Registrable Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any a Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of If a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company Materiality Notice is required to maintain the effectiveness of a registration statement given pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and clause (ii) three business days after above, the Company has provided agrees to permit the Xxxxx Family Parties written notice of Investor and Participating Investors to complete an underwritten public offering substantially similar to the anticipated date on type which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses was suspended pursuant to clause (ii) and within ninety (iii90) days of Section 1(a) the closing of the Company's public offering or its decision not to undertake a public offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by Notwithstanding the provisions of Section 2 or 4, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in that the registration statement for the requested registration and such disclosure would, in the good faith judgment of the Company’s board of directors reasonably believes, upon the advice of outside legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non- disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of the Company’s board of directors, upon the advice of outside legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”); provided, however, that the Company may not delay or suspend the filing Registration Statement on more than two occasions or for more than sixty (but not the preparation60) of such registration statement consecutive calendar days, or more than ninety (a “Suspension of Filing”)90) total calendar days, in each case during any 12-month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (a) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (b) it will maintain the confidentiality of any additional information included in such written notice delivered by the Company in accordance with Section 11.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Holder’s sole discretion, destroy all copies (other than permanent file copies then of the Prospectus covering the Registrable Securities in such Xxxxx Family PartyHolder’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties it provides written notice of a Suspension Event to the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawnHolders, the related demand for registration shall not count for the purposes Company agrees to concurrently provide a copy of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementsuch written notice to XxxxxxxXxxx@xxx.xxx.

Suspension of Offering. Upon notice At any time either before or after the Holder Representative has delivered a Proposed Sale Notice, the Company may suspend offers and sales by the Company to any Xxxxx Family Party which has requested registration Holders under this Section 1 the Resale Shelf Registration Statement if the Company, in its judgment exercised in good faith, determines that (i) a negotiation or consummation of a transaction by the Company or any of its subsidiaries affiliates is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Resale Shelf Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure of which in the registration statement would reasonably Resale Shelf Registration Statement might be expected to cause the registration statement Resale Shelf Registration Statement to fail to comply with applicable disclosure requirements or (ii) in the case of a “Materiality proposed underwritten public offering of Registrable Shares of any Holder, the offering of such Registrable Shares could reasonably be expected to adversely affect another pending or proposed public offering of Common Shares by and for the account of the Company or any of its affiliates. After receiving a Proposed Sale Notice from the Holder Representative and before the consummation of the proposed sale identified in such Proposed Sale Notice”), the Company may delay shall give written notice thereof to the filing (but not the preparation) of such registration statement Holder Representative (a “Suspension "Materiality Notice") promptly upon making any such determination, with a copy to each of Filing”). Upon the delivery Holders, and upon receipt of a Materiality Notice, each Holder agrees that it will immediately discontinue offers and sales of the Registrable Shares under the Resale Shelf Registration Statement until (x) in the case of a Materiality Notice by the Company delivered pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effectiveclause (i) above, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party Holder receives copies of a supplemented or amended prospectus that corrects such misstatement the misstatement(s) or omission, omission(s) referred to above and receives notice that any post- effective amendment has become effective or until it is advised (y) in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery case of a Materiality Notice by delivered pursuant to clause (ii) above, such Holder receives a subsequent written notice from the Company that revokes or otherwise withdraws such Materiality Notice; provided that the Company agrees that it will use commercially reasonable efforts to not to delay or suspend offers and sales pursuant to the first sentence Resale Shelf Registration Statement for such reason for more than ninety (90) days after delivery of this Section 1(c) the Materiality Notice at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)one time. If so directed by the Company, each Xxxxx Family Party Holder agrees that it will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any the prospectus covering the Registrable Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of delivers a registration statement Materiality Notice pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and clause (ii) three business above, the Company agrees that it will permit the Holders to complete an underwritten public offering substantially similar to the type that was suspended by virtue of the foregoing provisions commencing no later than one hundred and eighty-one (181) days after the Company has provided the Xxxxx Family Parties written notice closing of the anticipated date on which public offering contemplated by such Materiality Notice or its decision not to undertake such public offering, as the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurredoccurred , which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (iiy) and (iiiz) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by (a) If the Company to determines in its good faith judgment that the filing of the Shelf Registration Statement under Section 2(a) or the use of any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation Prospectus would materially impede, delay or consummation of a transaction by interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries is pending subsidiaries, or an event require the disclosure of important information which the Company has occurred, a material business purpose for preserving as confidential or the disclosure of which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of materially impede the Company's ability to consummate a significant transaction, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) upon written notice of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed determination by the Company, the rights of each Xxxxx Family Party will deliver Holder to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) to take action with respect to the registration or sale of any prospectus covering Shares Registrable Securities pursuant to the Shelf Registration Statement (including any action contemplated by Section 2 hereof) will be suspended until the date upon which the Company notifies the Holders in the possession writing (a "DEVELOPMENT SUSPENSION NOTICE" and, together with a Section 3 Suspension Notice, a "SUSPENSION NOTICE") that suspension of such Xxxxx Family Party or its agents current at rights for the time of receipt of grounds set forth in this Section 4 is no longer necessary, but, in any Materiality Notice. In event, no such period shall extend for longer than ninety (90) days; PROVIDED the Company may deliver only two such notices in any 12twelve-month period, the aggregate time of all Suspensions shall not, period without the consent of a majority in interest of the Xxxxx Family Holders Holders. (b) In the case of the registration of any underwritten public offering proposed by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a (other than any registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offeringCompany on Form S-8, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later or a successor or substantially similar form, of (i) the end an employee stock option, stock purchase or compensation plan or of the Suspension of Offering and securities issued or issuable pursuant to any plan or (ii) three business days after a dividend reinvestment plan), each Holder agrees, if requested in writing by the Company has provided managing underwriter or underwriters administering such offering, not to effect any underwritten offering for the Xxxxx Family Parties written notice resale of Registrable Securities (or any option or right to acquire Registrable Securities) during the period commencing on the 30th day prior to the expected effective date of the anticipated registration statement covering such underwritten public offering or the date on which the Suspension of Offering will endproposed offering is expected to commence (which date shall be stated in such notice) and ending on the date specified by such managing underwriter in such written request to such Holder, and, if such registration is withdrawn, the related demand for registration which date shall not count for be later than forty-five (45) days after such expected date of effectiveness or the purposes commencement of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by Notwithstanding Section 3.1(a) hereof, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the filing of the Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if (i) the Company is actively pursuing an underwritten primary offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay not delay, suspend or withdraw the filing Registration Statement for more than sixty (but not the preparation60) of such registration statement days at any one time, or more than twice in any twelve (a “Suspension of Filing”)12) month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (i) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (ii) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights AgreementHolder’s counsel.

Suspension of Offering. Upon notice by the Company to any Xxxxx Family Party Gabelli Affiliate which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party Gabelli Affiliate named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party Gabelli Affiliate receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party Gabelli Affiliate named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party Gabelli Affiliate receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party Gabelli Affiliate will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family PartyGabelli Affiliate’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party Gabelli Affiliate or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders Gabelli Affiliates (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties Gabelli Affiliates have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties Gabelli Affiliates shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties Gabelli Affiliates written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses clause (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement).

Suspension of Offering. Upon notice At any time during the Effective ---------------------- Period, the Company may determine, in the good faith judgment of its Board of Trustees (or Directors, if applicable), with the advice of counsel, that offers and sales by the Company to any Xxxxx Family Party which has requested registration Contributors under this Section 1 that the Registration Statement shall be suspended if (i) a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide ---- ---- business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure of which in the registration statement Registration Statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements requirements, or (ii) in the case of any underwritten public offering of Registrable Shares pursuant to an Underwritten Registration Notice, the offering of such Registrable Shares would adversely affect a “Materiality Notice”)pending or proposed public offering of the Company's Common Shares or Common Stock, as the case may be. Immediately upon making such a determination, the Company may delay the filing (but not the preparation) of such registration statement shall give written notice to all Contributors (a “Suspension "Materiality Notice"), upon receipt of Filing”). Upon which each Contributor agrees that it will immediately discontinue offers and sales of the delivery Registrable Shares under the Registration Statement until (x) in the case of a Materiality Notice by the Company delivered pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effectiveclause (i) above, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party Contributor receives copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effectiveeffective or (y) in the case of a Materiality Notice delivered pursuant to clause (ii) above, or until it is advised in writing by such Contributor receives a subsequent notice from the Company that offers under revokes or otherwise withdraws such registration statement Materiality Notice; provided, that the Company may be resumed and has received copies delay, suspend or withdraw -------- the Registration Statement for such reason for no more than fifteen (15) days after the abandonment or consummation of any additional of the foregoing negotiations, transactions, events or supplemental filings which are incorporated by reference offerings or, in any event, for no more than ninety (90) days after delivery of the registration statement Materiality Notice at any one time (and the Company shall not be entitled to deliver a “Suspension Materiality Notice at any time within 180 days of Offering;” the termination of any suspension of an offering pursuant to a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”prior Materiality Notice). If so directed by the Company, each Xxxxx Family Party Contributor will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering the Registrable Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any a Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of event a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company Materiality Notice is required to maintain the effectiveness of a registration statement given pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and clause (ii) three business days after above, the Company has provided agrees to permit the Xxxxx Family Parties written notice of Initiating and Participating Contributors to complete an underwritten public offering substantially similar to the anticipated date on type which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses was suspended pursuant to clause (ii) and within ninety (iii90) days of Section 1(a) the closing of the Company's public offering or its decision not to undertake a public offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.

Suspension of Offering. Upon notice by Notwithstanding Section 3.1(a) and Section 3.1(c) hereof, if the Company to Board of Directors, in its good faith judgment, determines that (a) any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation registration, offer or sale of Registrable Securities would materially and adversely affect any financing or other offering of securities of the Company, (b) any registration, offer or sale of Registrable Securities should not be made or continued because of the negotiation, probability or consummation of a material transaction by the Company or any of its subsidiaries is pending or (c) an event has occurred, which occurred whose negotiation, probability or consummation or event would require additional or different disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Board of Directors’ reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”), the Company may delay (1) postpone the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by Registration Statement, and (2) in the Company pursuant to the preceding sentence at any time when case of a registration statement Registration Statement that has been filed but not declared effectiverelating to a Demand Registration, upon the Company may delay seeking approval of the Board of Directors, prohibit the Designated Holders from offering or selling Registrable Securities under such Registration Statement and suspend the effectiveness of such Registration Statement and prohibit the use of the applicable Prospectus therefor; provided, however, that the Designated Holders’ rights to make sales pursuant to an effective Registration Statement cannot be suspended following an abandonment of the transactions described in clauses (a) or (b) or if the Board of Directors no longer believes (in its good faith judgment) that the event described in clause (c) would continue to require additional or different disclosure in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential; provided, further, that the Company may not effect any such postponement, prohibition or suspension for more than sixty (60) consecutive days at any one time or more than twice in any twelve (12) month period; and provided, further, that in the event the Company postpones the filing of a Registration Statement pursuant to clause (1) above, each applicable Designated Holder shall have the right, within five (5) Business Days of the receipt of notice from the Company of such postponement, to withdraw the registration statement (a “Suspension of Effectiveness”)such Designated Holder’s Registrable Securities commenced under Section 3.1(a) by providing notice of such withdrawal to the Company, and any such withdrawn registration shall not constitute a Demand Registration for such Designated Holder. Upon receipt of any written notice from the Company of the occurrence of any Suspension Event or that the applicable Registration Statement or Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus) not misleading, each Xxxxx Family Party named therein shall Designated Holder agrees that (a) it will immediately discontinue any offers and sales of Shares his/her or its Registrable Securities under such registration statement the applicable Registration Statement and use of the Prospectus then in its possession until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it Designated Holder is advised notified in writing by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (b) it will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice any such written notice to it by the Company pursuant to the first sentence of this Section 1(c) at and any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under information included in such registration statement until such Xxxxx Family Party receives copies of a supplemented written notice unless otherwise required by applicable law or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the Company, each Xxxxx Family Party Designated Holder will deliver any amended or supplemented Prospectus provided to it by the Company all copies (other than permanent file copies then in connection with such Xxxxx Family PartyDesignated Holder’s possession) offers and sales of any prospectus covering Shares Registrable Securities in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority lieu of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period Prospectus previously in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effectits possession. In the event that the applicable Registration Statement incorporates by reference documents filed by the Company under the Exchange Act and all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date (taking into account any permissible extension), upon written notice thereof by the Company to the Designated Holders, the rights of the Designated Holders to offer and/or sell any Registrable Securities or to require the Company to take action with respect to the registration, offer or sale of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties Registrable Securities shall be entitled to withdraw such registration prior to suspended until the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endCompany has filed such reports, and, if and the Company shall file all such registration reports as promptly as practicable and promptly notify the Designated Holders in writing when such suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon notice by (a) Notwithstanding the provisions of Section 2 or 4, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the filing or effectiveness of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if (a) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurredoccurred or circumstances exist, which negotiation, consummation consummation, event or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment circumstances a majority of the Company’s board of directors reasonably believes, upon the advice of outside legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of a majority of the Company’s board of directors, upon the advice of outside legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”)) or (b) such filing, effectiveness or sales would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control; provided, however, that the Company may not delay or suspend the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company Registration Statement pursuant to the preceding sentence at foregoing clause on more than two occasions or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case, during any time when a registration statement has been filed but not declared effective, 12-month period. Upon receipt of any written notice from the Company may delay seeking of the effectiveness happening of such registration statement (any of the events described in this Section 5.1 during the period that the Registration Statement is effective or if as a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies result of a supplemented Suspension Event the Registration Statement or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration related Prospectus contains any untrue statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by material fact or omits to state any material fact required to be stated therein or necessary to make the Company pursuant to statements therein, in light of the first sentence circumstances under which they were made (in the case of this Section 1(cthe Prospectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (a) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party (i) the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to prepare as soon as practicable) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, or until it is advised in writing (ii) unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (b) it will maintain the confidentiality of any additional or supplemental filings which are incorporated information included in such written notice delivered by reference the Company in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)accordance with Section 10.1. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Xxxxxx’s sole discretion, destroy all copies (other than permanent file copies then of the Prospectus covering the Registrable Securities in such Xxxxx Family PartyHolder’s possession) . In the event it provides written notice of any prospectus covering Shares in a Suspension Event to the possession Holders, the Company agrees to concurrently provide a copy of such Xxxxx Family Party or its agents current at written notice to XxxxxxxXxxx@xxx.xxx. (b) In addition, (i) during the time of receipt of any Materiality Notice. In any 12-month period, period starting with the aggregate time of all Suspensions shall not, without date that is ninety (90) days prior to the consent of a majority Company’s good faith estimate of the Xxxxx Family Holders date of the filing of, and ending on a date ninety (by number of Shares held)90) days after the effective date of, which consent shall not be unreasonably withhelda Company-initiated registration, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which and provided that the Company is required continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of a registration statement the applicable Shelf Registration Statement, or (ii) if, pursuant to Section 1(a2.1(c) or 3.1(c), Holders have requested an Underwritten Demand Registration or an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior underwriters to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in firmly underwrite such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties may, upon giving prompt written notice of such action to the anticipated date on which the Suspension of Offering will endHolders, anddelay any other registered offering pursuant to Section 2.1(c), if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a3.1(c) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement3.3.

Suspension of Offering. Upon notice by Notwithstanding the Company foregoing provisions of this Agreement, Camden shall not be required to any Xxxxx Family Party which has requested registration under this Section 1 that file a Registration Statement or to keep the Registration Statement effective if the negotiation or consummation of a transaction by the Company Camden or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by Camden in the registration statement Registration Statement of material information which Camden has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure of which in the registration statement would reasonably be expected to Registration Statement might cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”)requirements; provided, however, that Camden may not delay, suspend or withdraw the Company may delay the filing (but not the preparation) of Registration Statement for such registration statement (a “Suspension of Filing”)reason more than twice in any 12-month period or for more than 60 days at any one time. Upon receipt of any notice from Camden of the delivery happening of any event during the period the Registration Statement is effective which is of a Materiality Notice by the Company pursuant to type specified in the preceding sentence at or as a result of which the Registration Statement or related Prospectus contains any time when untrue statement of a registration statement has been filed but material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not declared effectivemisleading, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall Investors agree that they will immediately discontinue any offers and sales of the Registrable Shares under such registration statement the Registration Statement until such Xxxxx Family Party receives Investors receive copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and receive notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the CompanyCamden, each Xxxxx Family Party Investors will deliver to Camden any copies of the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus Prospectus covering the Registrable Shares in the their possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementnotice.

Suspension of Offering. Upon notice by Notwithstanding the provisions of Sections 2 or Section 3, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of the Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”); provided, however, that the Company may not delay or suspend the filing Registration Statement on more than two occasions or for more than sixty (but not the preparation60) of such registration statement consecutive calendar days, or more than ninety (a “Suspension of Filing”)90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and it will maintain the confidentiality of any additional information included in such written notice delivered by the Company in accordance with Section 10.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Holder’s sole discretion destroy, all copies (other than permanent file copies then of the Prospectus covering the Registrable Securities in such Xxxxx Family PartyHolder’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice by (a) Notwithstanding Sections 2.1 and 2.2 hereof, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the filing of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a Registration Statement or to suspend the effectiveness thereof, if: (i) the Company is actively pursuing an underwritten primary offering of equity securities of the Company, or (ii) the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the Company’s reasonable determination, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a “Materiality NoticeSuspension Event”); provided, however, that the Company may delay the filing not delay, suspend or withdraw such Registration Statement for more than ninety (but not the preparation90) of such registration statement days at any one time, or more than twice in any twelve (a “Suspension of Filing”)12) month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (x) such Holder will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under and sales, and (y) such registration statement may be resumed and has received copies Holder will maintain the confidentiality of any additional or supplemental filings which are incorporated by reference information included in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company all copies (of the Prospectus covering the Registrable Securities current at the time of receipt of such notice, other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party Holder’s counsel. (b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date taking into account any permissible extension, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or its agents current at distribute any Registrable Securities pursuant to any Registration Statement or to require the time of receipt Company take action with respect to the registration or sale of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement Registrable Securities pursuant to Section 1(a) of this Agreement any Registration Statement shall be extended by suspended until the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will endCompany has filed such reports, and, if and the Company shall notify the Holders in writing as promptly as practicable when such registration suspension is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreementno longer required.

Suspension of Offering. Upon (a) Subject to the provisions of this Section 7, the Company shall have the right, but not the obligation, from time to time to suspend the use of any Registration Statement, following the effectiveness of such Registration Statement (and the filings with any federal or state securities commissions). The Company, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable if any of the following events occur: (i) a primary Underwritten Offering by the Company where the Company is advised by the representative of the underwriters for such Underwritten Offering that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on such primary Underwritten Offering; (ii) the Company Board shall have determined in good faith that (A) the offer or sale of any Xxxxx Family Party which Registrable Securities pursuant to the Registration Statement would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company; (B) after the advice of counsel, the sale of the Registrable Securities pursuant to the Registration Statement would require the disclosure of non-public material information not otherwise required to be disclosed under applicable law; and (C) either (1) the Company has requested registration under this Section 1 that a negotiation bona fide business purpose for preserving confidentiality of the proposed transaction or consummation of information, (2) disclosure would have a transaction by material adverse effect on the Company or any its ability to consummate the proposed transaction or (3) the proposed transaction renders the Company unable to comply with SEC requirements, in each case under circumstances that would make it unduly burdensome to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company Board shall have determined in good faith, after the advice of its subsidiaries counsel, that the Company is pending required by law, rule or an event has occurredregulation, which negotiation, consummation or event would require disclosure that it is in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business best interests of the Company, and to supplement the nondisclosure of which Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of: (A) reflecting in the registration statement would reasonably be expected Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the Prospectus; (B) including in the Prospectus included in the Registration Statement any material information with respect to cause the registration statement plan of distribution not disclosed in the Registration Statement or any material change to fail such information; or (C) to comply update the Prospectus included in the Registration Statement in accordance with applicable disclosure requirements Section 10(a)(3) of the Securities Act. (a “Materiality Notice”), b) In the event that the Company may delay suspends sales of the filing Registrable Securities pursuant to clause (but not the preparationa) of such registration statement above (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of EffectivenessEvent”), and each Xxxxx Family Party named therein no such suspension shall immediately discontinue last for more than an aggregate of forty five (45) calendar days in any offers rolling twelve (12) month period commencing on the Effective Time or for more than an aggregate of Shares under such registration statement until such Xxxxx Family Party receives copies twenty (20) calendar days in any rolling ninety (90) calendar day period, except as a result of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing refusal by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant SEC to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that declare any post-effective amendment has become to the Registration Statement effective provided that the Company shall have used all commercially reasonable efforts to cause such post-effective amendment to be declared effective, or until it is advised in writing by which case the suspension shall be terminated immediately following the effective date of the post-effective amendment to the Registration Statement. Upon the occurrence of any such suspension, the Company that offers under shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such registration statement may be action as is necessary to make resumed and has received copies use of any additional or supplemental filings which are incorporated by reference in the registration statement Registration Statement, as applicable, so as to permit the Holders to resume sales of the Registrable Securities as soon as possible. (c) Upon the occurrence of a Suspension Event, the Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of Offering;” the Registrable Securities pursuant to the Registration Statement and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its commercially reasonable efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. Each Holder shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of Filing, an End of Suspension Notice (as defined below). Each Holder agrees to keep confidential the fact that the Company has issued a Suspension of Effectiveness Notice and a Suspension of Offering are collectively referred to herein as, “Suspensions”)the contents thereof. If so directed by the Company, each Xxxxx Family Party will the Holders shall deliver to the Company all copies (copies, other than permanent file copies then in such Xxxxx Family PartyHolder’s possession) , of any prospectus the Prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current Registrable Securities at the time of receipt of any Materiality the Suspension Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority Each Holder may recommence effecting sales of the Xxxxx Family Holders Registrable Securities pursuant to the Registration Statement (by number or such filings) following further notice to such effect (an “End of Shares held)Suspension Notice”) from the Company, which consent End of Suspension Notice shall not be unreasonably withheld, exceed 180 days. If interrupted given by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by Holders in the number of days during which manner described above promptly following the Suspension of Offering was in effect. In the event conclusion of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights AgreementEvent.

Suspension of Offering. Upon notice by Notwithstanding the provisions of Section 2 or 4, the Company shall be entitled to any Xxxxx Family Party which has requested registration postpone the effectiveness of a Registration Statement, and from time to time to require Holders not to sell under this Section 1 that a the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in that the registration statement for the requested registration and such disclosure would, in the good faith judgment of the Company’s board of directors reasonably believes, upon the advice of outside legal counsel, would require additional disclosure by the Company, be materially adverse to Company in the Registration Statement of material information that the Company has a bona fide business interests of the Company, purpose for keeping confidential and the nondisclosure non-disclosure of which in the registration statement Registration Statement would reasonably be expected expected, in the reasonable determination of the Company’s board of directors, upon the advice of outside legal counsel, to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Materiality NoticeSuspension Event”); provided, however, that the Company may not delay or suspend the filing Registration Statement on more than three occasions or for more than ninety (but not the preparation90) of such registration statement consecutive calendar days, or more than one hundred twenty (a “Suspension of Filing”)120) total calendar days, in each case during any 12-month period. Upon receipt of any written notice from the delivery Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Materiality Notice by Suspension Event the Company pursuant to the preceding sentence at Registration Statement or related Prospectus contains any time when a registration untrue statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented material fact or amended prospectus that corrects such misstatement omits to state any material fact required to be stated therein or omissionnecessary to make the statements therein, or until it is advised in writing by light of the Company that offers circumstances under such registration statement may be resumed and has received copies which they were made (in the case of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(cProspectus) at any time when a registration statement has been filed and declared effectivenot misleading, each Xxxxx Family Party named therein shall Holder agrees that (a) it will immediately discontinue offers and sales of Shares the Registrable Securities under such registration statement the Registration Statement until such Xxxxx Family Party the Holder receives copies of a supplemented supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects such misstatement the misstatement(s) or omission omission(s) referred to above and receives notice that any post-effective amendment has become effective, effective or until it is advised in writing unless otherwise notified by the Company that it may resume such offers under such registration statement may be resumed and has received copies sales, and (b) it will maintain the confidentiality of any additional information included in such written notice delivered by the Company in accordance with Section 10.1 unless otherwise required by law or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”)subpoena. If so directed by the Company, each Xxxxx Family Party Holder will deliver to the Company or, in each such Holder’s sole discretion, destroy all copies (other than permanent file copies then of the Prospectus covering the Registrable Securities in such Xxxxx Family PartyHolder’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

Suspension of Offering. Upon notice At any time during the Effective Period, ---------------------- the Company may determine, in the good faith judgment of its Board of Directors, with the advice of counsel, that offers and sales by the Company to any Xxxxx Family Party which has requested registration Contributors under this Section 1 that the Registration Statement shall be suspended if (i) a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the registration statement Registration Statement of material information which the Company has a bona fide business purpose for the requested registration keeping confidential and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and ---- ---- the nondisclosure of which in the registration statement Registration Statement would reasonably be expected to cause the registration statement Registration Statement to fail to comply with applicable disclosure requirements requirements, or (ii) in the case of any underwritten public offering of Registrable Shares pursuant to an Underwritten Registration Notice, the offering of such Registrable Shares would adversely affect a “Materiality Notice”)pending or proposed public offering of the Company's Shares. Immediately upon making such a determination, the Company may delay the filing (but not the preparation) of such registration statement shall give written notice to all Contributors (a “Suspension "Materiality Notice"), upon receipt of Filing”). Upon which each Contributor agrees that it will immediately discontinue offers and sales of the delivery Registrable Shares under the Registration Statement until (x) in the case of a Materiality Notice by the Company delivered pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effectiveclause (i) above, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party Contributor receives copies of a supplemented or amended prospectus Prospectus that corrects such misstatement the misstatement(s) or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed omission(s) referred to above and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effectiveeffective or (y) in the case of a Materiality Notice delivered pursuant to clause (ii) above, or until it is advised in writing by such Contributor receives a subsequent notice from the Company that offers under revokes or otherwise withdraws such registration statement Materiality Notice; provided, that the Company may be resumed and has received copies delay, suspend or withdraw the -------- Registration Statement for such reason for no more than fifteen (15) days after the abandonment or consummation of any additional of the foregoing negotiations, transactions, events or supplemental filings which are incorporated by reference offerings or, in any event, for no more than ninety (90) days after delivery of the registration statement Materiality Notice at any one time (and the Company shall not be entitled to deliver a “Suspension Materiality Notice at any time within 180 days of Offering;” the termination of any suspension of an offering pursuant to a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”prior Materiality Notice). If so directed by the Company, each Xxxxx Family Party Contributor will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus the Prospectus covering the Registrable Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any a Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of If a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company Materiality Notice is required to maintain the effectiveness of a registration statement given pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and clause (ii) three business days after above, the Company has provided agrees to permit the Xxxxx Family Parties written notice of Initiating and Participating Contributors to complete an underwritten public offering substantially similar to the anticipated date on type which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses was suspended pursuant to clause (ii) and within ninety (iii90) days of Section 1(a) the closing of the Company's public offering or its decision not to undertake a public offering, as the comparable provisions under the Xxxxx Trusts Registration Rights Agreementcase may be.