Common use of Suspension of Registration Rights Clause in Contracts

Suspension of Registration Rights. (a) Notwithstanding anything to the contrary herein, if the Company shall at any time furnish to the Stockholder a certificate signed by any of its authorized officers (a “Suspension Notice”) stating that: (i) the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Company Board, after consultation with its outside counsel, materially and adversely affect the Company; or (ii) the Company Board has made the good faith determination (after consultation with counsel and including, without limitation, recurring earnings blackout periods established by the Company Board or a designated committee thereof (“Scheduled Earnings Blackouts”)) (i) that use or continued use of any proposed or effective Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such Registration Statement (or the prospectus relating thereto) of material, non-public information (without disclosing the specific material, non-public information, unless the Stockholder specifically requests in writing to receive such material, non-public information), (ii) that such premature disclosure would not be in the best interest of the Company and (iii) that it is therefore essential to defer the filing or to suspend the use of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Investors to require the Company to file any Registration Statement or, after the filing thereof, use any Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (a “Black Out Period”) of not more than (i) with respect to any Company Affiliate, 180 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or a Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out), (ii) with respect to any Company Non-Affiliate, 90 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out). For avoidance of doubt, with respect to any Registrable Security, no Registration Default shall be applicable to such Registrable Security during any Black Out Period permitted to be imposed on the holder of such Registrable Security pursuant to this Section 3.3. Notwithstanding anything to the contrary in this Section 3.3(a), the Company shall not impose any Black Out Period, including any Scheduled Earnings Black Out, in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions the Company may impose on Transfers of the Company’s Equity Securities by its directors and senior executive officers. (b) During any Black Out Period, no Investor shall offer or sell any Registrable Securities pursuant to or in reliance upon any Registration Statement (or the prospectus relating thereto) filed by the Company. Notwithstanding the foregoing, if the public announcement of such material, nonpublic information is made during a Black Out Period, then the Black Out Period shall terminate without any further action of the parties and the Company shall immediately notify the Investors of such termination. Except in connection with any notice required to be provided hereunder or in connection with any reasonable response to unsolicited written or oral requests from a Stockholder Party or its representatives and affiliates for information, the Company shall use its reasonable best efforts to refrain from providing any Stockholder Party with any material, non-public information without such Stockholder Party’s prior written consent.

Suspension of Registration Rights. (ai) Notwithstanding anything to the contrary herein: (A) during any earnings blackout period in effect pursuant to a policy established by the Parent’s Board of Directors or a designated committee thereof (including, without limitation, the Parent’s current earnings blackout policy) (a “Scheduled Earnings Blackout”), unless the Parent provides the Founders notice that a Black Out Period (as defined below) with respect to a Scheduled Earnings Blackout will not be in effect, or (B) if the Company Parent shall at any time furnish deliver to the Stockholder Founders a certificate signed by any of its authorized officers (a “Suspension Notice”) stating that: (i1) the Company Parent has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Company BoardParent’s Board of Directors, after consultation with its outside counsel, materially and adversely affect the CompanyParent or the prospects for consummation of such material transaction; or (ii2) the Company Parent’s Board of Directors has made the good faith determination (after consultation with counsel and including, without limitation, recurring earnings blackout periods established by the Company Board or a designated committee thereof that (“Scheduled Earnings Blackouts”)x) (i) that use or continued use of any proposed or effective Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such Registration Statement (or the prospectus relating thereto) of material, non-public information (without disclosing the specific material, non-public information, unless the Stockholder specifically requests in writing to receive such material, non-public information), (iiy) that such premature disclosure would not be in the best interest of the Company Parent and (iiiz) that it is therefore essential necessary to defer the filing or to suspend the use of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Investors Founders to require the Company Parent to file any Registration Statement or, after the filing thereof, use any Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (each, a “Black Out Period”) of ). A Suspension Notice shall not more than (i) disclose the specific material, non-public information with respect to any Company Affiliate, 180 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or a Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out), Out Period. (ii) with respect to any Company Non-Affiliate, 90 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out). For avoidance of doubt, with respect to any Registrable Security, no Registration Default shall be applicable to such Registrable Security during any Black Out Period permitted to be imposed on the holder of such Registrable Security pursuant to this Section 3.3. Notwithstanding anything to the contrary in this Section 3.3(a13.21(f), nothing in this Section 13.21(f) shall impose, and the Company Parent shall not impose impose, any Black Out Period, including any Scheduled Earnings Black Out, upon any Founder in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company Parent may impose on Transfers transfers of the CompanyParent’s Equity Securities equity securities by any of its directors and senior executive officers. (biii) During any Black Out Period, no Investor Founder shall offer or sell any Registrable Securities pursuant to or in reliance upon any Registration Statement (or the prospectus relating thereto) filed by the CompanyParent. Notwithstanding the foregoing, if the public announcement of such material, nonpublic information which necessitated an applicable Blackout Period is made during a such Black Out Period, then the such Black Out Period shall terminate without any further action of the parties and the Company Parent shall immediately notify the Investors Founders of such termination. Except in connection with any notice required to be provided hereunder or in connection with any reasonable response to unsolicited written or oral requests from a Stockholder Party or its representatives and affiliates for information, the Company shall use its reasonable best efforts to refrain from providing any Stockholder Party with any material, non-public information without such Stockholder Party’s prior written consent.

Suspension of Registration Rights. (a) Notwithstanding anything to the contrary hereinEach Holder agrees that, if upon receipt of any notice from the Company shall at any time furnish to the Stockholder a certificate signed by any of its authorized officers (a “Suspension Notice”) stating that: (i) the Company has pending need for an amendment or in process supplement to the Registration Statement or the prospectus forming a material transaction, the disclosure of which would, in the good faith judgment of the Company Board, after consultation with its outside counsel, materially and adversely affect the Company; or part thereof or (ii) that the Company Board of Directors has made the determined in good faith determination (after consultation with counsel that offers and including, without limitation, recurring earnings blackout periods established by sales pursuant to the Company Board or a designated committee thereof (“Scheduled Earnings Blackouts”)) (i) that use or continued use prospectus forming part of any proposed or effective the Registration Statement for purposes should not be made by reason of effecting offers the presence of material undisclosed circumstances or sales developments with respect to which the disclosure that would be required in the Registration Statement would be premature or would have a Material Adverse Effect, each Holder will forthwith discontinue disposition of Registrable Securities pursuant thereto would requireto the Registration Statement contemplated by Section 6.2 until its receipt of copies of the supplemented or amended prospectus from the Company or confirmation of the filing of such report with the Commission by the Company, under any such prospectus to be forwarded promptly to the Securities ActHolder by the Company, premature disclosure and, if so directed by the Company, each Holder shall destroy or deliver to the Company all copies, other than permanent file copies then in such Registration Statement (or Holder’s possession, of the prospectus relating thereto) covering such Registrable Securities current at the time of materialreceipt of such notice; provided, non-public information (without disclosing the specific material, non-public information, unless the Stockholder specifically requests in writing to receive such material, non-public information), (ii) that such premature disclosure would not be in the best interest of the Company and (iii) that it is therefore essential to defer the filing or to may suspend the use of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales disposition of Registrable Securities pursuant thereto, then to the right of the Investors to require the Company to file any Registration Statement orpursuant to clause (ii) above for the shortest reasonable period in the circumstances, after the filing thereof, use any Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (a “Black Out Period”) of not more than one time (inot to exceed 45 days) with respect during any six-month period, nor more than two times (not to any Company Affiliate, 180 exceed 90 days each) in any 360 consecutivetwelve-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or a Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out), (ii) with respect to any Company Non-Affiliate, 90 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out). For avoidance of doubt, with respect to any Registrable Security, no Registration Default shall be applicable to such Registrable Security during any Black Out Period permitted to be imposed on the holder of such Registrable Security pursuant to this Section 3.3. Notwithstanding anything to the contrary in this Section 3.3(a), the Company shall not impose any Black Out Period, including any Scheduled Earnings Black Out, in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions the Company may impose on Transfers of the Company’s Equity Securities by its directors and senior executive officersmonth period. (b) During As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any Black Out Periodregistration, no Investor shall offer qualification or sell any compliance referred to in this Article 6, including the information required by the Registration Rights Questionnaire attached hereto as Exhibit B-2. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements under the Securities Act as applicable to it in connection with sale of Registrable Securities pursuant to or in reliance upon any a Registration Statement. (d) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Section are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing such Registrable Securities is accompanied by a certificate reasonably satisfactory to the Company to the effect that (i) the Registrable Securities have been sold in accordance with such Registration Statement and (ii) the requirement of delivering a current prospectus has been satisfied. (e) Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such registration statement which would constitute a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law. (f) At the prospectus relating thereto) filed end of the Registration Period, the Holders of Registrable Securities included in the Registration Statement shall discontinue sales of shares pursuant to such Registration Statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such Registration Statement that remain unsold, and such Holders shall notify the Company of the number of shares registered that remain unsold immediately upon receipt of such notice from the Company. Notwithstanding the foregoing, if the public announcement of such material, nonpublic information is made during a Black Out Period, then the Black Out Period shall terminate without any further action of the parties and the Company shall immediately notify the Investors of such termination. Except in connection with any notice required to be provided hereunder or in connection with any reasonable response to unsolicited written or oral requests from a Stockholder Party or its representatives and affiliates for information, the Company shall use its reasonable best efforts to refrain from providing any Stockholder Party with any material, non-public information without such Stockholder Party’s prior written consent.

Suspension of Registration Rights. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, if the Company shall at any time furnish furnishes to the Stockholder Representatives a certificate signed by any the Chief Executive Officer and Chief Financial Officer of its authorized officers (a “Suspension Notice”) the Company stating that: , in the good faith reasonable judgment of the Chief Executive Officer and Chief Financial Officer, after consultation with the Company’s advisors and the Board of Directors of the Company, it would be seriously detrimental to the Company for the Resale Registration Statement to be effected, due to (iA) the Company has pending or in process existence of a material transactiondevelopment or potential material development involving the Company that the Company would be obligated to disclose in the prospectus contained in the Resale Registration Statement, the disclosure of which wouldpremature disclosure, in the good faith judgment of the Board of Directors, would reasonably be expected to have an adverse effect on the Company Board, after consultation with its outside counsel, materially and adversely affect the Company; or or (iiB) the Company Board has existence of other facts or circumstances as a result of which the prospectus contained in the Resale Registration Statement includes an 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 not misleading in light of the circumstances under which they were made the good faith determination (after consultation with counsel and includingor then existing, without limitation, recurring earnings blackout periods established by then the Company Board or a designated committee thereof (“Scheduled Earnings Blackouts”)) shall have the right (i) that use or continued use in the event of any proposed or effective Registration Statement for purposes (A) above, to defer the filing of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such Resale Registration Statement (or suspend sales under the prospectus relating thereto) filed Resale Registration Statement or defer the updating of material, non-public information (without disclosing the specific material, non-public information, unless the Stockholder specifically requests in writing to receive such material, non-public informationfiled Resale Registration Statement and suspend sales thereunder), or (ii) that such premature disclosure would not be in the best interest event of (B) above, suspend sales under the filed Resale Registration Statement, in each case until the earlier of (1) the date on which such material information is disclosed to the public or ceases to be material or (2) the 30th calendar day after the date of the Company and (iii) that it is therefore essential to defer the filing or to suspend the use of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Investors to require the Company to file any Registration Statement or, after the filing thereof, use any Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (a “Black Out Period”) of not more than (i) with respect to any Company Affiliate, 180 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or a Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out), (ii) with respect to any Company Non-Affiliate, 90 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out). For avoidance of doubt, with respect to any Registrable Security, no Registration Default shall be applicable to such Registrable Security during any Black Out Period permitted to be imposed on the holder of such Registrable Security certificate delivered pursuant to this Section 3.32(c). The Representatives shall keep the fact and content of any such notice and the event or circumstances giving rise to any such notice confidential; provided that, the Representatives may disclose the fact and content of any such notice to their advisors and as otherwise required by law. Notwithstanding anything to the contrary in this Section 3.3(a)foregoing, the Company shall not impose any Black Out Period, including any Scheduled Earnings Black Out, in a manner that is more restrictive (including, without limitation, as to duration) than defer the comparable restrictions the Company may impose on Transfers filing of the Company’s Equity Securities by its directors and senior executive officers. (b) During any Black Out PeriodResale Registration Statement, no Investor shall offer or sell any Registrable Securities pursuant to or in reliance upon any suspend sales under the Resale Registration Statement, defer the updating of the filed Resale Registration Statement (or suspend sales under the prospectus relating thereto) filed by the Company. Notwithstanding the foregoing, if the public announcement Resale Registration Statement for more than an aggregate of such material, nonpublic information is made 60 days during a Black Out Period, then the Black Out Period shall terminate without any further action of the parties and the Company shall immediately notify the Investors of such termination. Except in connection with any notice required to be provided hereunder or in connection with any reasonable response to unsolicited written or oral requests from a Stockholder Party or its representatives and affiliates for information, the Company shall use its reasonable best efforts to refrain from providing any Stockholder Party with any material, non365-public information without such Stockholder Party’s prior written consentday period.

Suspension of Registration Rights. BLACK-OUT PERIOD. (a) Notwithstanding anything to the contrary hereinset forth in this Agreement, the Company's obligation under this Agreement to use its best efforts to cause the Registration Statement and any filings with any state securities commission to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period that unforeseen circumstances (including without limitation (i) an underwritten primary offering by the Company if the Company shall at any time furnish is advised by the underwriters that sale of Registrable Securities under the Registration Statement would have a material adverse effect, on the primary offering or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would, require additional disclosure of material information by the Company in the Registration Statement or such filing, as to the Stockholder a certificate signed by any of its authorized officers (a “Suspension Notice”) stating that: (i) which the Company has pending a bona fide business purpose for preserving confidentiality or which renders the Company unable, to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") would make it impractical or unadvisable to cause the Registration Statement or such filings to become effective or to amend or supplement the Registration Statement. but such suspension shall continue only for so long as such event or its effect is continuing but in process a material transaction, no event will that suspension exceed 90 days. The Company shall notify the disclosure of which would, in the good faith judgment Holder of the Company Board, after consultation with its outside counsel, materially and adversely affect the Company; or (ii) the Company Board has made the good faith determination (after consultation with counsel and including, without limitation, recurring earnings blackout periods established by the Company Board or a designated committee thereof (“Scheduled Earnings Blackouts”)) (i) that use or continued use of any proposed or effective Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such Registration Statement (or the prospectus relating thereto) of material, non-public information (without disclosing the specific material, non-public information, unless the Stockholder specifically requests in writing to receive such material, non-public information), (ii) that such premature disclosure would not be in the best interest of the Company and (iii) that it is therefore essential to defer the filing or to suspend the use of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Investors to require the Company to file any Registration Statement or, after the filing thereof, use any Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (a “Black Out Period”) of not more than (i) with respect to any Company Affiliate, 180 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period exceptexistence and, in the case of a Suspension Notice delivered, or a Scheduled Earnings Blackout designated, circumstances referred to in respect clause (i) of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Outthis Section 5(a), (ii) with respect to nature of any Company Non-Affiliate, 90 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out)Event. For avoidance of doubt, with respect to any Registrable Security, no Registration Default shall be applicable to such Registrable Security during any Black Out Period permitted to be imposed on the holder of such Registrable Security pursuant to this Section 3.3. Notwithstanding anything to the contrary in this Section 3.3(a), the Company shall not impose any Black Out Period, including any Scheduled Earnings Black Out, in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions the The Company may impose on Transfers of the Company’s Equity Securities by its directors and senior executive officersdeliver only two such notices within any 2-month period. (b) During Following the effectiveness of the Registration Statement and the filings with any Black Out Period, no Investor shall offer or sell state securities commission the Holders agree that they will not effect any sales of the Registrable Securities pursuant to or in reliance upon any the Registration Statement (or any such filings at any time after they have received notice from the prospectus relating thereto) filed Company to suspend sales as a result of the occurrence or existence of any Suspension Event. The Holder may recommence effecting sales of the Shares pursuant to the Registration Statement or such filings after the earlier of 30 days or receipt of further notice to such effect from the Company, which notice shall be given by the CompanyCompany not later than five days after the conclusion of any such Suspension Event. Notwithstanding the foregoing, if the public announcement of The Company may deliver only one such material, nonpublic information is made during a Black Out Period, then the Black Out Period shall terminate without notice within any further action of the parties and the 6-month period. The Company shall immediately notify the Investors of such termination. Except in connection with any notice required to be provided hereunder or in connection with any reasonable response to unsolicited written or oral requests from a Stockholder Party or its representatives and affiliates for information, the Company shall will use its reasonable best efforts to refrain from providing conclude a Suspension Event and to correct or update the Registration Statement, any Stockholder Party with any materialsuch filings, non-public information without such Stockholder Party’s prior written consentand the Prospectus as promptly as possible.

Suspension of Registration Rights. (a) Notwithstanding anything to From the contrary hereinCommencement Date until the termination of the Purchase Agreement, if the Company shall at any from time furnish to time may suspend the Stockholder a certificate signed by any use of its authorized officers (a “Suspension Notice”) stating that: (i) the Registration Statement in the event that the Company has pending or determines in process a good faith that such suspension is necessary to (A) delay the disclosure of material transactionnonpublic information concerning the Company, the disclosure of which wouldat the time is not, in the good faith judgment opinion of the Company, in the best interests of the Company Board, after consultation with its outside counsel, materially and adversely affect or (B) amend or supplement the Company; or (ii) the Company Board has made the good faith determination (after consultation with counsel and including, without limitation, recurring earnings blackout periods established by the Company Board or a designated committee thereof (“Scheduled Earnings Blackouts”)) (i) that use or continued use of any proposed or effective Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in prospectus so that such Registration Statement (or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus relating thereto) of material, non-public information (without disclosing the specific material, non-public information, unless the Stockholder specifically requests in writing to receive such material, non-public information), (ii) that such premature disclosure would not be in the best interest light of the Company and (iii) that it is therefore essential to defer the filing or to suspend the use of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant theretocircumstances under which they were made, then the right of the Investors to require the Company to file any Registration Statement or, after the filing thereof, use any Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period not misleading (a “Black Out Period”) of not more than (i) with respect to any Company Affiliate, 180 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or a Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out), (ii) with respect to any Company Non-Affiliate, 90 days in any 360 consecutive-day period (and no more than 45 consecutive days in any 360 consecutive day period except, in the case of a Suspension Notice delivered, or Scheduled Earnings Blackout designated, in respect of the Company’s year-end earnings reports, no more than 65 consecutive days after delivery of such Suspension Notice or start of such Scheduled Earnings Black Out). For avoidance of doubtIn the event that the Company determines that there is a need for such suspension, with respect the Company shall use commercially reasonable efforts to any Registrable Security, no Registration Default shall be applicable to terminate such Registrable Security during suspension as promptly as practicable; provided that any Black Out Period permitted to may not last more than 30 consecutive days or for a total of more than 90 days (which need not be imposed on the holder of such Registrable Security pursuant to this Section 3.3. Notwithstanding anything to the contrary consecutive) in this Section 3.3(a), any 12 month period; provided that (A) the Company shall not impose any Black Out Period, including any Scheduled Earnings Black Out, Period in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on Transfers transfers of the Company’s Equity Securities equity securities by its directors and senior executive officers. ; (bB) During the Company represents that it is not in a Black Out Period as of the date hereof or as of the Commencement Date, and is not aware of any fact that would reasonably be expected to cause the Company to establish a Black Out Period for the period of time commencing on the execution date of this Agreement and ending 30 days thereafter; (C) the Company shall not deliver any Regular Purchase Notice, Accelerated Purchase Notice, or Additional Accelerated Purchase Notice, during any Black Out Period or when the Company is aware of any fact that would reasonably be expected to cause the Company to establish a Black Out Period, and (D) the Company shall not, for a period of at least 10 days following the delivery of any Regular Purchase Notice, Accelerated Purchase Notice, or Additional Accelerated Purchase Notice, impose any Black Out Period, no Investor shall offer or sell any Registrable Securities pursuant to or in reliance upon any Registration Statement (or the prospectus relating thereto) filed by the Company. Notwithstanding the foregoing, if If the public announcement of such material, nonpublic information is made during a Black Out Period, then the Black Out Period shall terminate two Business Days after such announcement without any further action of the parties and the Company shall immediately notify the Investors Buyer of such termination. Except in connection with any notice required to be provided hereunder or in connection with any reasonable response to unsolicited written or oral requests from a Stockholder Party or its representatives and affiliates for information, the Company shall use its reasonable best efforts to refrain from providing any Stockholder Party with any material, non-public information without such Stockholder Party’s prior written consent.