Common use of Suspension of Registration Clause in Contracts

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statementRegistration Statement, including a shelf registration statement pursuant to Rule 415 under the Securities ActShelf Registration Statement, in respect of a registration pursuant to this Section 6.1 an Incidental Registration at any time would require the Company Issuer to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactionan Adverse Disclosure, then the Company Issuer may, upon giving prompt written notice of such action to the Holders participating holders which are included in such registrationIncidental Registration, delay the filing or initial effectiveness of, or suspend use of, such registration statementRegistration Statement; provided, that the Company Issuer shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company Issuer exercises its rights under the preceding sentence, such Holders the holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus the Prospectus relating to such registration the Incidental Registration in connection with any sale or offer to sell Registrable Securities. The Company Issuer shall promptly notify such Holders the holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.2(c). The Company Issuer agrees that, in the event it exercises its rights under this Section 6.1.52.2(c), it shall, within 30 days following such Holders’ the holders' receipt of the notice of suspension, update the suspended registration statement Registration Statement as may be necessary to permit the Holders holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business business, or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iiiii) for a an aggregate period exceeding 60 days in any 12 12-month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.53.1.6. The Company agrees that, in the event it exercises its rights under this Section 6.1.53.1.6, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statementRegistration Statement, including a shelf registration statement pursuant to Rule 415 under the Securities ActShelf Registration Statement, in respect of a registration pursuant to this Section 6.1 Demand Registration at any time would require the Company Issuer to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactionan Adverse Disclosure, then the Company Issuer may, upon giving prompt written notice of such action to the Holders participating holders which are included in such registrationDemand Registration, delay the filing or initial effectiveness of, or suspend use of, such registration statementRegistration Statement; provided, that the Company Issuer shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company Issuer exercises its rights under the preceding sentence, such Holders the holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus the Prospectus relating to such registration the Demand Registration in connection with any sale or offer to sell Registrable Securities. The Company Issuer shall promptly notify such Holders the holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.1(g). The Company Issuer agrees that, in the event it exercises its rights under this Section 6.1.52.1(g), it shall, within 30 days following such Holders’ the holders' receipt of the notice of suspension, update the suspended registration statement Registration Statement as may be necessary to permit the Holders holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall will not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iiiii) for a an aggregate period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall will promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.53.1.7. The Company agrees that, in the event it exercises its rights under this Section 6.1.53.1.7, it shallwill, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 3.1 at any time would require the Company to make a public disclosure of material non-public non‑public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business business, or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iiiii) for a an aggregate period exceeding 60 days in any 12 12-month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.53.1.6. The Company agrees that, in the event it exercises its rights under this Section 6.1.53.1.6, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.52.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, Registration Statement in respect of a registration pursuant to this Section 6.1 Demand Registration at any time would require the Company Issuer to make a public disclosure of material non-public informationan Adverse Disclosure, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company Issuer may, upon giving prompt written notice to LGE of such action its determination that it is required to the Holders participating in such registrationmake an Adverse Disclosure, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month periodRegistration Statement. In the event the Company Issuer exercises its rights under the preceding sentence, such Holders agree LGE agrees to suspend, promptly immediately upon their its receipt of the notice referred to above, their its use of any prospectus the Prospectus relating to such registration the Demand Registration in connection with any sale or offer to sell Registrable Securities. The Company Issuer shall promptly immediately notify such Holders LGE of the expiration of any period during which it exercised its rights under this Section 6.1.52.1(e), provided, however, that (i) the Issuer shall not be permitted to effect such postponement more than twice during the 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of any postponement exceed in the aggregate 90 calendar days, unless, in the case of the foregoing clauses (i) and (ii), LGE shall have sold all of the Registrable Securities included in the Registration Statement(s) that were subject to the previous postponement(s) in that 12-month period. The Company agrees thatNotwithstanding Section 2.1(c) hereof, in the event it that the Issuer exercises its rights pursuant to this Section 2.1(e), LGE may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the applicable request for registration shall not be deemed to be the exercise of a demand by LGE under this Section 6.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law2.1.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iiiii) for a an aggregate period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.53.1.7. The Company agrees that, in the event it exercises its rights under this Section 6.1.53.1.7, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iiiii) for a an aggregate period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.53.1.6. The Company agrees that, in the event it exercises its rights under this Section 6.1.53.1.6, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or -------------------------- continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 Demand Registration at any time would require the Company to make a public disclosure of material non-public information, which disclosure an Adverse Disclosure or would require the inclusion in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required of audited financial statements that are unavailable to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on for reasons beyond the Company’s ability to effect a material proposed acquisition's reasonable control, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice (but in any event within five (5) days of determination) of such action to the Holders participating holding Registrable Securities included or proposed to be included in such registrationDemand Registration, delay the filing or initial effectiveness of, or suspend use of, such registration statementstatement for the shortest period of time determined in good faith by the Company to be necessary for such purpose a "Demand Suspension"); provided, however, that the Company shall not be ----------------- -------- ------- permitted to do so exercise a Demand Suspension (i) more than two three times during any 12 twenty-four (24) month period, (ii) for a period exceeding 30 ninety (90) days on any one occasion occasion, or (iii) for a an aggregate period exceeding 60 one hundred twenty (120) days in any 12 twelve (12) month period. In the event of a Demand Suspension, the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly immediately upon their receipt of the notice referred to above, their any sale or offer to sell the Registrable Securities, and the use of any the prospectus relating related to such registration the Demand Registration in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Demand Suspension or any related facts. The Company shall promptly (but in any event within five (5) days) notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their holding Registrable Securities in accordance with applicable lawaffected by any Demand Suspension upon the termination of such Demand Suspension.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statementRegistration Statement, including a shelf registration statement Registration Statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement Registration Statement so that such registration statement Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement Registration Statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness ofof such Registration Statement, or suspend use of, of such registration statementRegistration Statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 125 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.1.7. The Company agrees that, in the event it exercises its rights under this Section 6.1.52.1.7, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement Registration Statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (including the consent of the directors designated by one or more of the Carlyle Investors pursuant to the Stockholders Agreement) (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.52.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statementRegistration Statement, including a shelf registration statement Registration Statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement Registration Statement so that such registration statement Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement Registration Statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness ofof such Registration Statement, or suspend use of, of such registration statementRegistration Statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 125 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.53.1.7. The Company agrees that, in the event it exercises its rights under this Section 6.1.53.1.73.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement Registration Statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iiiii) for a an aggregate period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.1.6. The Company agrees that, in the event it exercises its rights under this Section 6.1.52.1.6, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders Investors participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that that, with respect to all offerings pursuant to this Agreement, the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a an aggregate period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders Investors agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders Investors of the expiration of any period during which it exercised its rights under this Section 6.1.52.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.52.1.5, it shall, within 30 days following such HoldersInvestors’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders Investors to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 8.1.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that that, unless otherwise agreed in writing by a Requisite Capital IV Majority, the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a an aggregate period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.58.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.58.1.5, it shall, within 30 days following such Holders’ receipt the giving of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 2.1 at any time would require the Company to make a public disclosure of material non-public nonpublic information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall will not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iiiii) for a an aggregate period exceeding 60 90 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders stockholders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall will promptly notify such Holders stockholders of the expiration of any period during which it exercised its rights under this Section 6.1.52.1(e). The Company agrees that, in the event it exercises its rights under this Section 6.1.52.1(e), it shallwill, within 30 days following such Holdersstockholders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders stockholders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness -------------------------- or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 Demand Registration at any time would require the Company to make a public disclosure of material non-public information, which disclosure an Adverse Disclosure or would require the inclusion in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required of audited financial statements that are unavailable to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on for reasons beyond the Company’s ability to effect a material proposed acquisition's reasonable control, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice (but in any event within five (5) days of determination) of such action to the Holders participating holding Registrable Securities included or proposed to be included in such registrationDemand Registration, delay the filing or initial effectiveness of, or suspend use of, such registration statementstatement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a "Demand Suspension"); provided, however, that the Company shall not be permitted to do so exercise a Demand Suspension (i) more than two three times during any 12 twenty-four (24) month period, (ii) for a period exceeding 30 ninety (90) days on any one occasion occasion, or (iii) for a an aggregate period exceeding 60 one hundred twenty (120) days in any 12 twelve (12) month period. In the event of a Demand Suspension, the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly immediately upon their receipt of the notice referred to above, their any sale or offer to sell the Registrable Securities, and the use of any the prospectus relating related to such registration the Demand Registration in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Demand Suspension or any related facts. The Company shall promptly (but in any event within five (5) days) notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their holding Registrable Securities in accordance with applicable lawaffected by any Demand Suspension upon the termination of such Demand Suspension.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 2.2 at any time (i) would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board both (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (iiA) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iiiB) would not be in the best interests of the Company or would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, or (ii) if the Company reasonably believes that effecting such registration would materially and adversely affect an offering of securities of the Company, the preparation of which is then contemplated, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (iA) more than two times during any 12 month period, (iiB) for a period exceeding 30 days on any one occasion or (iiiC) for a period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.2.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.52.2.5, it shall, within 30 days (or 60 days, as applicable) following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law. For the avoidance of doubt, this Section 2.2.5 does not modify or affect the Filing Deadline or any of the Company’s obligations under Section 2.1.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 8.1.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; providedprovided , that that, unless otherwise agreed in writing by a Requisite Capital IV Majority, the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a an aggregate period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.58.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.58.1.5, it shall, within 30 days following such Holders’ receipt the giving of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statementRegistration Statement, including a shelf registration statement pursuant to Rule 415 under the Securities ActShelf Registration Statement, in respect of a registration pursuant to this Section 6.1 an Incidental Registration at any time would require the Company Issuer to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactionan Adverse Disclosure, then the Company Issuer may, upon giving prompt written notice of such action to the Holders participating holders which are included in such registrationIncidental Registration, delay the filing or initial effectiveness of, or suspend use of, such registration statementRegistration Statement; provided, that the Company Issuer shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company Issuer exercises its rights under the preceding sentence, such Holders the holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus the Prospectus relating to such registration the Incidental Registration in connection with any sale or offer to sell Registrable Securities. The Company Issuer shall promptly notify such Holders the holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.2(c). The Company Issuer agrees that, in the event it exercises its rights under this Section 6.1.52.2(c), it shall, within 30 days following such Holdersthe holders’ receipt of the notice of suspension, update the suspended registration statement Registration Statement as may be necessary to permit the Holders holders to resume use thereof in Table of Contents connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statementRegistration Statement, including a shelf registration statement pursuant to Rule 415 under the Securities ActShelf Registration Statement, in respect of a registration pursuant to this Section 6.1 at any time would require the Company SumTotal, in its reasonable judgment, to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactionan Adverse Disclosure, then the Company SumTotal may, upon giving prompt written notice of such action to the Holders participating which are included in any such registrationRegistration Statement, delay the filing or initial effectiveness of, or suspend use of, any such registration statementRegistration Statement; provided, that the Company SumTotal shall not be permitted to do so (i) more than two three (3) times during any 12 12-month period, period or (ii) for a period exceeding 30 twenty-five (25) days on any one occasion occasion; provided, however, that in the event two such suspensions are separated by fewer than twenty-five (25) days, SumTotal may not again defer or (iii) for suspend the use of the Registration Statement until a period exceeding 60 of twenty-five (25) days in any 12 month periodhas elapsed after resumption of the use of the Registration Statement following the second suspension. In the event the Company SumTotal exercises its rights under the preceding sentence, such the Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus the Prospectus relating to such the registration in connection with any sale or offer to sell Registrable Securities. The Company SumTotal shall promptly notify such the Holders of the expiration of any period during which it SumTotal exercised its rights under this Section 6.1.55.1. The Company SumTotal agrees that, in the event it exercises its rights under this Section 6.1.55.1, it shall, within 30 twenty-five (25) days following such the Holders’ receipt of the notice of suspension, update the suspended registration statement Registration Statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 2.1, at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued continue use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend the use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.1.5. The Company agrees that, that in the event it exercises its rights under this Section 6.1.52.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act415, in respect of a registration pursuant to this Section 6.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external the Company’s outside legal counsel) (ia) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (iib) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iiic) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders Investors participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two (2) times during any 12 twelve (12) month period, (ii) for a period exceeding 30 forty-five (45) days on any one occasion or (iii) for a period exceeding 60 periods exceeding, in the aggregate, ninety (90) days in any 12 twelve (12) month period. In the event the Company exercises its rights under the immediately preceding sentence, such Holders Investors and the members of their Corresponding Investor Groups agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders Investors of the expiration of any period during which it exercised its rights under this Section 6.1.56.1.6. The Company agrees that, in the event it exercises its rights under this Section 6.1.56.1.6, it shall, within 30 forty-five (45) days following such HoldersInvestors’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders members of the Investor Groups to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawLaw.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s 's ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.53.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.53.1.5, it shall, within 30 days following such Holders’ ' receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statementRegistration Statement, including a shelf registration statement pursuant to Rule 415 under the Securities ActShelf Registration Statement, in respect of a registration pursuant to this Section 6.1 Demand Registration at any time would require the Company Issuer to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactionan Adverse Disclosure, then the Company Issuer may, upon giving prompt written notice of such action to the Holders participating holders which are included in such registrationDemand Registration, delay the filing or initial effectiveness of, or suspend use of, such registration statementRegistration Statement; provided, that the Company Issuer shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Company Issuer exercises its rights under the preceding sentence, such Holders the holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus the Prospectus relating to such registration the Demand Registration in connection with any sale or offer to sell Registrable Securities. The Company Issuer shall promptly notify such Holders the holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.1(g). The Company Issuer agrees that, in the event it exercises its rights under this Section 6.1.52.1(g), it shall, within 30 days following such Holdersthe holders’ receipt of the notice of suspension, update the suspended registration statement Registration Statement as may be necessary to permit the Holders holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration Shelf Registration statement pursuant to Rule 415 under the Securities Act415, in respect of a registration pursuant to this Section 6.1 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (ia) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (iib) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement statement, and (iiic) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (ix) more than two (2) times during any 12 twelve (12) month period, (iiy) for a period exceeding 30 forty five (45) days on any one occasion or (iiiz) for a period exceeding 60 periods exceeding, in the aggregate, ninety (90) days in any 12 twelve (12) month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.53.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.53.1.5, it shall, within 30 forty five (45) days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawLaw.

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 such Shelf Registration Statement at any time would require the Company to make a public disclosure of material non-public informationan Adverse Disclosure, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registrationHolders, delay the filing or initial effectiveness of, or suspend use ofof the Shelf Registration Statement (a “Shelf Suspension”) provided, such registration statement; providedhowever, that the Company shall not be permitted to do so (i) exercise a Shelf Suspension more than two times once during any 12 month period, (ii) 365-day period for a period exceeding not to exceed 30 days on days; provided, further, any one occasion or (iii) Shelf Suspension during the two-week period following the Company’s public announcement of earnings for a period exceeding 60 days in any 12 month periodfiscal quarter shall not exceed 48-hours. In the event case of a Shelf Suspension, the Company exercises its rights under the preceding sentence, such Holders agree to suspendsuspend use of the applicable Prospectus in connection with any sale or purchase of, promptly or offer to sell or purchase, Registrable Securities, upon their receipt of the notice referred to above, their use provided that any such suspension may not exceed 30 days during any 365-day period or during the two-week period following the Company’s public announcement of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securitiesearnings for a fiscal quarter, 48-hours. The Company shall promptly immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders of may reasonably request, which the Company shall do upon the expiration of any period during which it exercised its rights under this Section 6.1.5the 30-day period, or 48-hour period, as applicable, referenced above. The Company agrees that, in the event it exercises its rights under this Section 6.1.5, it shall, within 30 days following if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such Holders’ receipt of registration form or by the notice of suspension, update Securities Act or the suspended registration statement rules or regulations promulgated thereunder or as may reasonably be necessary to permit requested by the Holders to resume use thereof in connection with the offer and sale of their a majority of Registrable Securities that are included in accordance with applicable law.such Shelf Registration Statement. (e)

Suspension of Registration. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a an aggregate period exceeding 60 days in any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.52.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.52.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.