Common use of Suspension Period Clause in Contracts

Suspension Period. (a) The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board of Directors, determines in good faith (x) that proceeding with such an offering would require the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be in the best interests of the Company or its shareholders or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company, taken as a whole, or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.1(a) is herein called a “Suspension Period”. (b) If pursuant to Section 5.1(a) the Company delays a Demand Registration or withdraws a Registration Statement, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw such request and such request shall not count against the limitations on registrations set forth in Section 2.3. The Company shall provide prompt written notice to such Investor of the commencement and termination of any Suspension Period and any withdrawal of a Registration Statement pursuant to Section 5.1(a). Such Investor shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) the Company deliver notice of a Suspension Period to any Investor more than three times in any 12-month period; or (ii) a Suspension Period or Suspension Periods be in effect for ninety (90) consecutive days or more in any 12-month period.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (abut not the reasonable preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) The if the Company may determines in good faith, after consultation with its external legal counsel expert in such matters, that: (i) delay the filing such registration or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board of Directors, determines in good faith (x) that proceeding with such an offering would require the Company to disclose disclosure, under applicable securities laws and other laws, of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that the disclosure of such information disclosures at that time would materially affect the Company in an adverse manner; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; (ii) such registration or offering would reasonably be in the best interests of expected to have a material adverse effect on any proposal or plan by the Company or its shareholders any of the Company’s subsidiaries to engage in any material acquisition of assets or stock (yother than in the ordinary course of business) that or any material plan or proposal of a significant financing, acquisition, disposition, merger, corporate reorganization, securities offering, segment reclassification or discontinuation of operations or other material transaction or any negotiations or discussions with respect thereto involving the Company or any of the Company’s subsidiaries; (iii) such registration or offering would render the Company unable to be delayed would, if not delayed, materially and adversely affect comply with requirements under the Company, taken as a whole, Securities Act or materially interfere with, the Exchange Act; or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which (iv) the Company has delayed a filingbona fide business purpose for deferring or suspending such registration or offering; provided that the period of any delay or suspension under exceptions (i), an effective date (ii), (iii) and (iv) shall not exceed a period of seventy-five (75) days and any such delays or an offering pursuant to this Section 5.1(aextensions shall not in aggregate exceed one hundred-five (105) is herein called days in any twelve (12) month period (any such period, a “Suspension Period”. (b) If pursuant , and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, a Qualified Holder will be entitled to Section 5.1(a) the Company delays withdraw any request for a Demand Registration or withdraws a Registration Statementan Underwritten Shelf Takedown and, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw if such request is withdrawn, such Demand Registration or Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, any Qualified Holder may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not count against the limitations on registrations set forth in be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2.32(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide prompt such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such Investor effect (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the commencement Company to the Holders with Registrable Securities included on any suspended Registration Statement and termination counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Period and Event. Notwithstanding any withdrawal of provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 5.1(a2(e). Such Investor , the Company agrees that it shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) extend the Company deliver notice period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of a days during the period from the date of receipt by the Holders of the Suspension Period Notice to any Investor more than three times in any 12-month periodand including the date of receipt by the Holders of the End of Suspension Notice; or and (ii) a Suspension Period provide copies of any supplemented or Suspension Periods amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be in effect for ninety (90) consecutive days or more in any 12-month periodextended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. (a) The Company may Notwithstanding anything to the contrary contained in this Agreement, (i) delay Holder shall suspend the use of the Prospectus included in any Automatic Shelf Registration Statement or Registration Statement for resales of Registrable Securities pursuant to Section 2.01 and postpone the filing and suspend the use of any Registration Statement pursuant to Section 2.01, in each case during any Scheduled Black-out Period and (ii) the Company shall be entitled, from time to time, by providing prior written notice to Holder, to require Holder to suspend the use of the Prospectus included in any Automatic Shelf Registration Statement for resales of Registrable Securities pursuant to Section 2.01(a) or Section 2.02 or to postpone the filing or effectiveness suspend the use of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filedpursuant to Section 2.01(b) or Section 2.02 for a reasonable period of time not to exceed 90 days in succession (or a longer period of time with the prior written consent of Holder, which consent shall not be unreasonably withheld), 180 days in the aggregate in any one-year period or three times in any one-year period (a “Suspension Period”) if any Founder, in consultation with (A) the Board of Directors, Company determines in good faith that effecting the registration (xor permitting sales under an effective registration) that proceeding with during the period specified in such notice would materially and adversely affect an offering would require of securities of the Company, (B) the Company to disclose is in possession of material non-public information that would not otherwise be required to be disclosed at that time and the Company determines in good faith that the disclosure of such information at during the period specified in such notice would be materially detrimental to the Company, or (C) the Company shall determine that time would not be it is required to disclose in the best interests of any such Registration Statement, Prospectus or prospectus supplement a contemplated financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its shareholders or (y) securities, and the Company determines in good faith that the registration disclosure of such information during the period specified in such notice would be materially detrimental to the Company or offering the holders of its Common Stock. In the event of any such suspension pursuant to be delayed wouldclause (ii), if not delayedthe Company shall furnish to Holder a written notice setting forth the estimated length of the anticipated delay. The Company will notify Holder promptly upon the termination of the Suspension Period. Upon notice by the Company to Holder of any determination to commence a Suspension Period, materially Holder shall, except as required by applicable Law, keep the fact of any such Suspension Period strictly confidential, and adversely affect during any Suspension Period, promptly halt any offer, sale (including sales pursuant to Rule 144), trading or transfer of any Common Stock for the Company, taken as a whole, or materially interfere with, or jeopardize duration of the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which Suspension Period until the Company has delayed a filingprovided notice that the Suspension Period has been terminated. For the avoidance of doubt, an effective date or an offering pursuant to nothing contained in this Section 5.1(a) is herein called a “Suspension Period”2.06 shall relieve the Company of its obligations under Section 2.01. (b) If pursuant to Section 5.1(a) After the Company delays a Demand Registration or withdraws a Registration Statement, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw such request and such request shall not count against the limitations on registrations set forth in Section 2.3. The Company shall provide prompt written notice to such Investor of the commencement and termination expiration of any Suspension Period and without any withdrawal further request from a holder of Equity Interests, the Company shall as promptly as reasonably practicable prepare a Registration Statement pursuant or post-effective amendment or supplement to Section 5.1(a). Such Investor shall keep the existence applicable Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of each Suspension Period confidential the Registrable Securities included therein, the Prospectus will not include a material misstatement or omission or be not effective and refrain from making offers and sales useable for resale of Registrable Investor Shares during each Suspension Period. In no event shall: (i) the Company deliver notice of a Suspension Period to any Investor more than three times in any 12-month period; or (ii) a Suspension Period or Suspension Periods be in effect for ninety (90) consecutive days or more in any 12-month periodSecurities.

Suspension Period. (a) The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior Notwithstanding anything to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (andcontrary contained in this Agreement, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board of Directors, Partnership determines in good faith (x) that proceeding with such an offering would require the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be in the best interests because of the Company or its shareholders or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company, taken as a wholeexistence of, or materially interfere with, or jeopardize the success in anticipation of, any pending acquisition, financing activity or proposed material transactionother transaction involving the Partnership, including the unavailability of any debt or equity financingrequired financial statements, any acquisition or dispositiondisclosure of information which is in its best interest not to publicly disclose, any recapitalization or reorganization or any other material transaction. Any event or condition of similar significance to the Partnership) that effecting an underwritten offering would be materially detrimental to the Partnership or the holders of its Common Units, then the Partnership shall be entitled to postpone any such underwritten offering for a reasonable period during of time not to exceed 60 consecutive days (or a longer period of time with the prior written consent of the Unitholders, which consent shall not be unreasonably withheld) or 105 days in the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.1(a) is herein called aggregate in any 365-day period (a “Suspension Period”). In the event of any such suspension pursuant to this Section 2.5(a), the Partnership shall furnish to each Participating Unitholder a written notice setting forth the estimated length of the anticipated delay. The Partnership will notify each Participating Unitholder promptly upon the termination of the Suspension Period. Upon notice by the Partnership to the Participating Unitholders of any determination to commence a Suspension Period, each Participating Unitholder shall, except as required by applicable Law, including any disclosure obligations under Section 13 of the Exchange Act, keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale (including sales pursuant to Rule 144), trading or transfer of any Common Units for the duration of the Suspension Period until the Partnership has provided notice that the Suspension Period has been terminated. (b) If pursuant to Section 5.1(a) After the Company delays a Demand Registration or withdraws a Registration Statement, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw such request and such request shall not count against the limitations on registrations set forth in Section 2.3. The Company shall provide prompt written notice to such Investor of the commencement and termination expiration of any Suspension Period and without any withdrawal further request from a holder of Equity Interests, the Partnership shall as promptly as reasonably practicable prepare a Registration Statement pursuant or post-effective amendment or supplement to Section 5.1(a). Such Investor shall keep the existence applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of each Suspension Period confidential the Registrable Securities included therein, the Prospectus will not include a material misstatement or omission or be not effective and refrain from making offers and sales useable for resale of Registrable Investor Shares during each Suspension Period. In no event shall: (i) the Company deliver notice of a Suspension Period to any Investor more than three times in any 12-month period; or (ii) a Suspension Period or Suspension Periods be in effect for ninety (90) consecutive days or more in any 12-month periodSecurities.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (abut not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) The Company may (i) delay if the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or Company reasonably believes (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board advice of Directors, determines competent counsel expert in good faith (xsuch matters) that proceeding with any such an registration or offering would require the Company Company, under applicable securities laws and other laws, to disclose make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that the disclosure of such information disclosures at that time would not be in the Company’s best interests interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its shareholders subsidiaries to engage in any material acquisition of assets or stock (yother than in the ordinary course of business) that the registration or offering to be delayed wouldany material merger, if not delayedconsolidation, materially and adversely affect the Companytender offer, taken as a wholerecapitalization, or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which transaction involving the Company has delayed or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a filingperiod of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period (any such period, an effective date or an offering pursuant to this Section 5.1(a) is herein called a “Suspension Period”. (b) If pursuant to Section 5.1(a) , and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, the Company delays a Demand Registration or withdraws a Registration Statement, as the case may be, requested by any Investor, then such Investor shall Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not count against the limitations on registrations set forth in be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2.32(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide prompt such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such Investor effect (an “End of Suspension Notice”) from the commencement Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and termination Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Period and Event. Notwithstanding any withdrawal of provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 5.1(a2(e). Such Investor , the Company agrees that it shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) extend the Company deliver notice period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of a days during the period from the date of receipt by the Holders of the Suspension Period Notice to any Investor more than three times in any 12-month periodand including the date of receipt by the Holders of the End of Suspension Notice; or and (ii) a Suspension Period provide copies of any supplemented or Suspension Periods amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be in effect for ninety (90) consecutive days or more in any 12-month periodextended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (abut not the reasonable preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) The if the Company may determines in good faith, after consultation with its external legal counsel expert in such matters, that: (i) delay the filing such registration or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board of Directors, determines in good faith (x) that proceeding with such an offering would require the Company to disclose disclosure, under applicable securities laws and other laws, of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that the disclosure of such information disclosures at that time would materially affect the Company in an adverse manner; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; (ii) such registration or offering would reasonably be in the best interests of expected to have a material adverse effect on any proposal or plan by the Company or its shareholders any of the Company’s subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material plan or proposal of a significant financing, acquisition, disposition, merger, corporate reorganization, securities offering, segment reclassification or discontinuation of operations or other material transaction or any negotiations or discussions with respect thereto involving the Company or any of the Company’s subsidiaries; or (yiii) that the such registration or offering to be delayed would, if not delayed, materially and adversely affect the Company, taken as a whole, or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which would render the Company has delayed unable to comply with requirements under the Securities Act or the Exchange Act; provided that the period of any delay or suspension under exceptions (i), (ii), and (iii) shall not exceed a filingperiod of seventy-five (75) days and any such delays or extensions shall not in aggregate exceed one hundred-five (105) days in any twelve (12) month period (any such period, an effective date or an offering pursuant to this Section 5.1(a) is herein called a “Suspension Period”. (b) If pursuant , and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, a Qualified Holder will be entitled to Section 5.1(a) the Company delays withdraw any request for a Demand Registration or withdraws a Registration Statementan Underwritten Shelf Takedown and, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw if such request is withdrawn, such Demand Registration or Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, any Qualified Holder may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not count against the limitations on registrations set forth in be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2.32(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide prompt such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such Investor effect (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the commencement Company to the Holders with Registrable Securities included on any suspended Registration Statement and termination counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Period and Event. Notwithstanding any withdrawal of provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 5.1(a2(e). Such Investor , the Company agrees that it shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) extend the Company deliver notice period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of a days during the period from the date of receipt by the Holders of the Suspension Period Notice to any Investor more than three times in any 12-month periodand including the date of receipt by the Holders of the End of Suspension Notice; or and (ii) a Suspension Period provide copies of any supplemented or Suspension Periods amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be in effect for ninety (90) consecutive days or more in any 12-month periodextended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (abut not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) The Company may (i) delay if the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or Company reasonably believes (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board advice of Directors, determines competent counsel expert in good faith (xsuch matters) that proceeding with any such an registration or offering would require the Company Company, under applicable securities laws and other laws, to disclose make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that the disclosure of such information disclosures at that time would not be in the Company’s best interests interests; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its shareholders subsidiaries to engage in any material acquisition of assets or stock (yother than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a period of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period; provided that the registration or offering Qualified Holders shall have Piggyback Registration rights with respect to be delayed wouldsuch primary underwritten Public Offering in accordance with and subject to the restrictions set forth in Section 2(c) (any such period, if not delayed, materially and adversely affect the Company, taken as a whole, or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.1(a) is herein called a “Suspension Period”. (b) If pursuant to Section 5.1(a) ); provided, however, that in such event, the Company delays a Demand Registration or withdraws a Registration Statement, as the case may be, requested by any Investor, then such Investor shall Qualified Holders will be entitled to withdraw any request for a Demand Registration and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement with respect to its declaration of a Suspension Period with respect to a Shelf Registration Statement and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not count against the limitations on registrations set forth in be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2.32(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide prompt such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such Investor effect (an “End of Suspension Notice”) from the commencement Company, which End of Suspension Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and termination Counsel to the Holders, if any, promptly (but in no event later than two Business Days) following the conclusion of any Suspension Period and Event. Notwithstanding any withdrawal of provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 5.1(a2(e). Such Investor , the Company agrees that it shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) extend the Company deliver notice Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of a days during the period from the date of receipt by the Holders of the Suspension Period Notice to any Investor more than three times in any 12-month periodand including the date of receipt by the Holders of the End of Suspension Notice; or and (ii) a Suspension Period provide copies of any supplemented or Suspension Periods amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be in effect for ninety (90) consecutive days or more in any 12-month periodextended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. (a) The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior Subject to the pricing provisions of any offering of Registrable Investor Shares pursuant to this Section 5 and a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board of Directors, determines in good faith (x) that proceeding with such an offering would require determination by the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or its shareholders or (y) that the registration or offering to be delayed wouldstate securities commissions), if not delayed, materially and adversely affect the Company, taken by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the following events shall occur: (i) there is material non-public information regarding the Company which (A) the Company determines not to be in the Company's best interest to disclose, (B) would, in the good faith determination of the Company, require any revisions to the Registration Statement so that it will not contain any untrue statement of a wholematerial fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) which the Company is not otherwise required to disclose, (ii) there is a significant bone fide business opportunity (including, but not limited to, the acquisition or materially interfere with, or jeopardize disposition of assets (other than in the success of, any pending or proposed material transactionordinary course of business), including any debt significant merger, consolidation, tender offer or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material similar transaction. Any period during ) available to the Company which the Company has delayed determines not to be in the Company's best interest to disclose, or (iii) the Company is required to file a filing, an post-effective date amendment to a Registration Statement to incorporate the Company’s quarterly or an offering annual reports or audited financial statements on Forms 10-Q and 10-K; provided that no suspension period permitted pursuant to this Section 5.1(aclause (iii) is herein called a “Suspension Period”shall continue for more than 5 consecutive business days. (b) If pursuant Upon the earlier to Section 5.1(aoccur of (A) the Company delays a Demand Registration or withdraws a Registration Statementdelivering to the Holders an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Company shall use its commercially reasonable efforts to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case may be, requested by any Investor, then such Investor shall be entitled of an event that causes the Company to withdraw such request and such request shall not count against suspend the limitations on registrations set forth in Section 2.3. The Company shall provide prompt written notice to such Investor of the commencement and termination of any Suspension Period and any withdrawal use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to Section 5.1(asuch Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Such Investor shall keep If so directed by the existence Company, each Holder will deliver to the Company (at the expense of each the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Period confidential and refrain from making offers and Notice. The Holders may recommence effecting sales of the Registrable Investor Shares during each pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Period. In no event shall: (iNotice”) from the Company, which End of Suspension Notice shall be given by the Company deliver notice to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect. (d) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Period Notice pursuant to this Section 5 with respect to any Investor more than three times in any 12-month periodMandatory Registration Statement, the Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales; provided such period of time shall not be extended beyond the date that Shares or (ii) a Suspension Period or Suspension Periods be in effect for ninety (90) consecutive days or more in any 12-month periodAdditional Shares are not Registrable Shares.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (abut not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) The Company may (i) delay if the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Company’s Board of Directors, Directors determines in good faith (xwith the advice of competent counsel expert in such matters) that proceeding with any such an registration or offering would require the Company to disclose disclosure, under applicable securities laws and/or other laws, of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that the disclosure of such information disclosures at that time would materially affect the Company in an adverse manner; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be in the best interests of expected to have a material adverse effect on any proposal or plan by the Company or any of its shareholders subsidiaries to engage in any material acquisition of assets or stock (yother than in the ordinary course of business) that the registration or offering to be delayed wouldany material merger, if not delayedconsolidation, materially and adversely affect the Companytender offer, taken as a wholerecapitalization, or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which transaction involving the Company has delayed or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a filingperiod of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period (any such period, an effective date or an offering pursuant to this Section 5.1(a) is herein called a “Suspension Period”. (b) If pursuant , and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, the Qualified Holders will be entitled to Section 5.1(a) the Company delays withdraw any request for a Demand Registration or withdraws a Registration Statementan Underwritten Shelf Takedown and, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw if such request is withdrawn, such Demand Registration or Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(e), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not count against the limitations on registrations set forth in be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2.32(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide prompt such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such Investor effect (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the commencement Company to the Holders with Registrable Securities included on any suspended Registration Statement and termination counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Period and Event. Notwithstanding any withdrawal of provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 5.1(a2(e). Such Investor , the Company agrees that it shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) extend the Company deliver notice period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of a days during the period from the date of receipt by the Holders of the Suspension Period Notice to any Investor more than three times in any 12-month periodand including the date of receipt by the Holders of the End of Suspension Notice; or and (ii) a Suspension Period provide copies of any supplemented or Suspension Periods amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be in effect for ninety (90) consecutive days or more in any 12-month periodextended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (abut not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration for a period of up to forty-five (45) The Company may days (i) delay if an event occurs as a result of which the filing or effectiveness Registration Statement and any related Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement in conjunction Statement, file a new registration statement or supplement any related Prospectus to comply with a Demand Registration the Securities Act or an F-3 Registration the Exchange Act or the respective rules thereunder; (ii) prior if the Company is subject to any of its customary suspension or blackout periods, for all or part of such period; (iii) upon issuance by the pricing Commission of any offering a stop order suspending the effectiveness of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filedwith respect to Registrable Securities or the initiation of Proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act; (iv) if the Company believes that any Founder, in consultation with the Board of Directors, determines in good faith such registration or offering (x) that proceeding should not be undertaken because it would reasonably be expected to materially interfere with such an offering any material corporate development or plan or (y) would require the Company Company, under applicable securities laws and other laws, to disclose make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that the disclosure of such information disclosures at that time would not be in the Company’s best interests interests; provided that this exception (y) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material; (v) if the Company elects at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender offer or its shareholders other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital funding requirements; (vi) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a registration statement; provided that the registration Holders shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 2(c); or offering to be delayed would, (vii) if not delayed, any other material development would materially and adversely affect the Companyinterfere with any such Demand Registration or Shelf Registration (any such period, taken as a whole, or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.1(a) is herein called a “Suspension Period”. (b) If pursuant to Section 5.1(a) ); provided, however, that in such event, the Company delays a Demand Registration or withdraws a Registration Statement, as the case may be, requested by any Investor, then such Investor shall Initiating Holders will be entitled to withdraw any request for a Demand Registration and, if such request and is withdrawn, such request shall Demand Registration will not count against as a Demand Registration as the limitations on registrations set forth Company will pay all Registration Expenses in Section 2.3connection with such registration, regardless of whether such registration is effected; and provided further, that in no event shall the Company declare a Suspension Period more than once in any twelve (12) month period or for more than an aggregate of forty five (45) days in any twelve (12) month period. The Company shall provide prompt give written notice to such Investor the Holders of the commencement and termination of any Suspension Period and any withdrawal of a Registration Statement pursuant to Section 5.1(a). Such Investor shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) the Company deliver notice its declaration of a Suspension Period and of the expiration of the relevant Suspension Period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to any Investor more than three times in any 12-month period; or (ii) a this Section 2(e), once the Suspension Period ends, the Initiating Holder may request a new Demand Registration or Suspension Periods a new Shelf Registration (neither such request shall be in effect counted as an additional Demand Registration for ninety purposes of subclause (901) consecutive days or more in any 12-month periodof Section 2(b)(iii)).

Suspension Period. (a) The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior Subject to the pricing provisions of any offering of Registrable Investor Shares pursuant to this Section 5 and a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Board of Directors, determines in good faith (x) that proceeding with such an offering would require determination by the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be it is in the best interests of the Company to suspend the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or its shareholders or (y) that the registration or offering to be delayed wouldstate securities commissions), if not delayed, materially and adversely affect the Company, taken by written notice to the Placement Agents and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the following events shall occur: (i) an underwritten public offering of Common Stock by the Company if the Company is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Mandatory Registration Statement would have a wholematerial adverse effect on the Company’s offering, (ii) there is material non-public information regarding the Company which (A) the Company determines not to be in the Company's best interest to disclose, (B) would, in the good faith determination of the Company, require any revisions to the Registration Statement so that it will not contain any untrue statement of a material fact or materially interfere withomit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) which the Company is not otherwise required to disclose, (iii) there is a significant bone fide business opportunity (including, but not limited to, the acquisition or jeopardize disposition of assets (other than in the success of, any pending or proposed material transactionordinary course of business), including any debt significant merger, consolidation, tender offer or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material similar transaction. Any period during ) available to the Company which the Company has delayed determines not to be in the Company's best interest to disclose, or (iv) the Company is required to file a filing, an post-effective date amendment to a Registration Statement to incorporate the Company’s quarterly or an offering annual reports or audited financial statements on Forms 10-Q and 10-K; provided that no suspension period permitted pursuant to this Section 5.1(aclause (iv) is herein called a “Suspension Period”shall continue for more than 5 consecutive business days. (b) If pursuant Upon the earlier to Section 5.1(aoccur of (A) the Company delays a Demand Registration or withdraws a Registration Statementdelivering to the Holders and the Placement Agents an End of Suspension Notice, as hereinafter defined, or (B) the end of the maximum permissible suspension period, the Company shall use its commercially reasonable efforts to promptly amend or supplement the Mandatory Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Mandatory Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible. (c) In the case may be, requested by any Investor, then such Investor shall be entitled of an event that causes the Company to withdraw such request and such request shall not count against suspend the limitations on registrations set forth in Section 2.3. The Company shall provide prompt written notice to such Investor of the commencement and termination of any Suspension Period and any withdrawal use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the Holders to suspend sales of the Registrable Shares, and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to Section 5.1(asuch Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Such Investor shall keep If so directed by the existence Company, each Holder will deliver to the Company (at the expense of each the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Period confidential and refrain from making offers and Notice. The Holders may recommence effecting sales of the Registrable Investor Shares during each pursuant to the Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Period. In no event shall: (iNotice”) from the Company, which End of Suspension Notice shall be given by the Company deliver notice to the Holders and the Placement Agents in the manner described above promptly following the conclusion of any Suspension Event and its effect. (d) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Period Notice pursuant to this Section 5 with respect to any Investor more than three times in any 12-month periodMandatory Registration Statement, the Company agrees that it shall extend the period of time during which such Mandatory Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including the date when Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales; provided such period of time shall not be extended beyond the date that Shares or (ii) a Suspension Period or Suspension Periods be in effect for ninety (90) consecutive days or more in any 12-month periodAdditional Shares are not Registrable Shares.

Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right but not the obligation to defer the filing of (abut not the preparation of), or suspend the use by the Holders of, any Demand Registration or Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request or Demand Request) The Company may (i) delay if the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an F-3 Registration or (ii) prior to the pricing of any offering of Registrable Investor Shares pursuant to a Demand Registration or an F-3 Registration, delay such offering (and, if it so chooses, withdraw any Registration Statement that has been filed) if any Founder, in consultation with the Company’s Board of Directors, Directors determines in good faith (xwith the advice of competent counsel expert in such matters) that proceeding with any such an registration or offering would require the Company to disclose disclosure, under applicable securities laws and/or other laws, of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that the disclosure of such information disclosures at that time would materially affect the Company in an adverse manner; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; and (ii) if the Company’s Board of Directors determines in good faith, after consultation with its external advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be in the best interests of expected to have a material adverse effect on any proposal or plan by the Company or any of its shareholders subsidiaries to engage in any material acquisition of assets or stock (yother than in the ordinary course of business) that the registration or offering to be delayed wouldany material merger, if not delayedconsolidation, materially and adversely affect the Companytender offer, taken as a wholerecapitalization, or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction. Any period during which transaction involving the Company has delayed or any of its subsidiaries; provided that, the period of any delay or suspension under exceptions (i) and (ii) shall not exceed a filingperiod of sixty (60) days and any such delays or extensions shall not in aggregate exceed ninety (90) days in any twelve (12) month period (any such period, an effective date or an offering pursuant to this Section 5.1(a) is herein called a “Suspension Period”. (b) If pursuant , and any event triggering any such delay or suspension, a “Suspension Event”); provided, however, that in such event, the Qualified Holders will be entitled to Section 5.1(a) the Company delays withdraw any request for a Demand Registration or withdraws a Registration Statementan Underwritten Shelf Takedown and, as the case may be, requested by any Investor, then such Investor shall be entitled to withdraw if such request is withdrawn, such Demand Registration or Underwritten Shelf Takedown will not count as a Demand Registration or an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall promptly give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement or any Demand Registration with respect to its declaration of a Suspension Period and of the expiration of the relevant Suspension Period (a “Suspension Notice”). If the filing of any Demand Registration is suspended or an Underwritten Shelf Takedown is delayed pursuant to this Section 2(d), once the Suspension Period ends, the Qualified Holders may request a new Demand Registration or a new Underwritten Shelf Takedown (and such request shall not count against the limitations on registrations set forth in be counted as an additional Underwritten Shelf Takedown or Demand Registration for purposes of either Section 2.32(a)(iv) or Section 2(b)(i)). The Company shall not include any material non-public information in the Suspension Notice and or otherwise provide prompt such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Suspension Notice and prior to receipt of an End of Suspension Notice. Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such Investor effect (an “End of Suspension Notice”), which End of Suspension Notice shall be given by the commencement Company to the Holders with Registrable Securities included on any suspended Registration Statement and termination counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Suspension Period and Event. Notwithstanding any withdrawal of provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to this Section 5.1(a2(d). Such Investor , the Company agrees that it shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Investor Shares during each Suspension Period. In no event shall: (i) extend the Company deliver notice period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of a days during the period from the date of receipt by the Holders of the Suspension Period Notice to any Investor more than three times in any 12-month periodand including the date of receipt by the Holders of the End of Suspension Notice; or and (ii) a Suspension Period provide copies of any supplemented or Suspension Periods amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be in effect for ninety (90) consecutive days or more in any 12-month periodextended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.