Common use of Suspension Period Clause in Contracts

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.1 or Section 4.2.

Suspension Period. (a) Notwithstanding anything any provision of this Agreement to the contrary contained contrary, if the Board determines in this Agreementgood faith that the registration, offer, sale and/or distribution of Registrable Securities (i) would reasonably be expected to materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, merger, consolidation, tender offer, recapitalization, corporate reorganization or segment reclassification or discontinuance of operations, or other significant transaction or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would reasonably be expected to materially and adversely affect the Company, subject to the provisions of Section 5(b), the Company shall be entitledentitled to suspend, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholderseach, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”), the use of any Registration Statement or Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference. It is also agreed that, notwithstanding Section 7(c) if hereof or any other provision of this Agreement to the contrary, each year the Company updates a Form S‑1 Shelf (A) the Company is in possession of material non-public information and the chief executive officer may need to suspend use of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental Form S‑1 Shelf to the Company or (B) extent such registration statement has not been declared effective by the Company shall determine that Commission prior to the time it is required to disclose in any be updated under the Securities Act and (B) to the extent such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financingundergoes Commission review, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer will need to suspend use of the Company determines in good faith that the disclosure Form S‑1 Shelf pending completion of such information at such time would be materially detrimental to the review. The Company or the holders of its Class A Common Stock. In the event promptly will give written notice of any such suspension Suspension Period to each Holder that has Registrable Securities registered on a Registration Statement filed hereunder. A Holder of Registrable Securities shall not effect any sales of the Registrable Securities pursuant to this Section 4.6, such Registration Statement (or such filings) at any time after it has received such notice from the Company shall furnish and prior to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination end of the Suspension Period. Notice Holders of the commencement Registrable Securities may recommence effecting sales of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company Registrable Securities pursuant to the Stockholders of any determination to commence a Suspension Period, Registration Statement (or such filings) following the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration end of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2Period.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.1 or Section 4.2.. (b) After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a registration statement or post-effective amendment or supplement to the 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 the Registrable Securities

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company Moelis Holdings shall be entitled, from time to time, by providing prior written notice to the StockholdersSMBC Unit-Holders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or effectiveness or suspend the use of any registration statement Registration Statement pursuant to Section 4.2, Section 4.3 or Section 4.4 13.1 for a reasonable period of time not to exceed one-hundred fifty (150) 60 days in succession or 120 days in any one365-year day period (or a longer period of time with the prior written consent of the StockholdersSMBC, which consent shall not be unreasonably conditioned, withheld or delayedwithheld) (a “Suspension Period”) if (A) Moelis Holdings determines in good faith that effecting the Company registration (or permitting sales under an effective registration) would reasonably be expected to adversely affect an offering of securities of Moelis Holdings, (B) Moelis Holdings is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of deems it advisable not to disclose such information during the period specified in such notice would be materially detrimental to the Company a Registration Statement, or (BC) the Company shall determine that it is required due to disclose in any such registration statement (a pending or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, disposition, corporate reorganization, consolidation, merger, tender offer public offering of securities or other similar material transaction or other material event or circumstance affecting the Company involving Moelis Holdings or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company Moelis Holdings will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders SMBC Unit-Holders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company Moelis Holdings to the Stockholders SMBC Unit-Holders of any determination to commence a Suspension Period, the Stockholders shall SMBC Unit-Holders 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, salesale (including sales pursuant to Rule 144), trading or transfer of any Class A Common Stock pursuant to such prospectus Partnership Interests for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company Moelis Holdings has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) Shareholder 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 3.01 and postpone the filing and suspend the use of any Registration Statement pursuant to Section 3.01, 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 the StockholdersGroup, to require the Stockholders Shareholder to suspend the use of the prospectus Prospectus included in any registration statement Automatic Shelf Registration Statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 3.01(a) or Section 4.4 3.02 or to postpone the filing or suspend the use of any registration statement Registration Statement pursuant to Section 4.2, Section 4.3 3.01(b) or Section 4.4 3.02 for a reasonable period of time not to exceed one-hundred fifty (150) 45 days in succession in any one-year period (or a longer period of time with the prior written consent of the StockholdersGroup, which consent shall not be unreasonably conditionedwithheld), withheld 45 days in the aggregate in any one-year period or delayed) two times in any one-year period1 (a “Suspension Period”) if (A) the chief executive officer or chief financial officer of the Company determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company Company, or (BC) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) Registration Statement a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer reorganization or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6clause (ii), the Company shall furnish to the Stockholders Group a written notice setting forth the estimated 1 If the date of the Company Public Offering is within the fourth calendar quarter of 2011, the execution version of the Agreement will be revised to provide that the Company will be limited to exercising only one Suspension Period (for the avoidance of doubt, for a reasonable period of time not to exceed 45 days in succession (or a longer period of time with the prior written consent of Group, which consent shall not be unreasonably withheld)) in the 2012 calendar year. length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders Shareholder promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders Shareholder of any determination to commence a Suspension Period, Shareholder shall, except as required by applicable Law, including any disclosure obligations under Section 13 of the Stockholders shall Exchange Act, keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, salesale (including sales pursuant to Rule 144), trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 3.06 shall relieve the Company of its obligations under Section 4.23.01.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the StockholdersHolder, to require the Stockholders Holder to suspend the use of the prospectus Prospectus included in any registration statement Automatic Shelf Registration Statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 2.01(a) or Section 4.4 2.02 or to postpone the filing or suspend the use of any registration statement Registration Statement pursuant to Section 4.2, Section 4.3 2.01(b) or Section 4.4 2.02 for a reasonable period of time not to exceed oneforty-hundred fifty five (15045) days in succession succession, ninety (90) days in the aggregate in any one-one (1) year period or two (or a longer 2) times in any one (1) year period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the chief executive officer or chief financial officer or the Board of Directors of the Company determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the chief executive officer or chief financial officer or the Board of Directors of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (BC) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) Registration Statement a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer reorganization or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer or chief financial officer or the Board of Directors of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.62.06(a), the Company shall furnish to the Stockholders Holder a written notice setting forth the estimated length of the anticipated delay. The Company will shall use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders Holder promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. The Company shall respond promptly to reasonable inquiry by Holder as to such facts and circumstances. Upon notice by the Company to the Stockholders Holder of any determination to commence a Suspension Period, the Stockholders Holder shall keep the fact of any such Suspension Period strictly confidential, and and, during any Suspension Period, promptly halt any offer, sale, trading or transfer Transfer of any Class A Common Stock Registrable Securities pursuant to such prospectus Prospectus (and direct any other Person to promptly halt any offer, sale, trading or Transfer of any Registrable Securities pursuant to such Prospectus on behalf of Holder) for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, earlier (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 2.06 shall relieve the Company of its obligations under Section 4.22.01.

Suspension Period. (a) Notwithstanding anything Subject to the contrary contained in provisions of this Agreement, Section 5 and a good faith determination by a majority of the Board of Directors of the Company shall be entitled, from time to time, by providing prior written notice to that it is in the Stockholders, to require best interests of the Stockholders Company to suspend the use of any Mandatory Registration Statement, following the prospectus included effectiveness of such Mandatory Registration Statement (and the filings with any international, federal or state securities commissions), the Company, 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 60 days in any registration statement for resales 90-day period or more than 120 days in any 12-month 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 Securities Shares by the Holders pursuant to Section 4.2the Mandatory Registration Statement would have a material adverse effect on the Company’s offering, Section 4.3 or Section 4.4 (ii) pending discussions relating to a transaction or the occurrence of an event (1) that would require additional disclosure of material information by the Company in the Mandatory Registration Statement and that has not been so disclosed, and (2) as to postpone which the filing or suspend Company has a bona fide business purpose for preserving confidentiality. Upon the use earlier to occur of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental delivering to the Company Holders an End of Suspension Notice, as hereinafter defined, or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer end of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such maximum permissible suspension pursuant to this Section 4.6period, the Company shall furnish use its commercially reasonable efforts to promptly amend or supplement the Stockholders Mandatory Registration Statement on a written notice setting forth the estimated length post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the anticipated delayMandatory 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. The Company will shall have the right to suspend the effectiveness and use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination Piggyback Registration Statement at any time for an unlimited amount of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2time.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2.. (b) After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a registration statement or post-effective amendment or supplement to the 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 the Registrable Securities included therein, if necessary, the prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities. 4.7

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the StockholdersShareholders, to require the Stockholders Shareholders to suspend the use of the prospectus Prospectus included in any registration statement Automatic Shelf Registration Statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 3.01(a) or Section 4.4 3.02 or to postpone the filing or suspend the use of any registration statement Registration Statement pursuant to Section 4.2, Section 4.3 3.01(b) or Section 4.4 3.02 for a reasonable period of time not to exceed oneforty-hundred fifty five (15045) days in succession in any one-year period (or a longer period of time with the prior written consent of the StockholdersShareholders, which consent shall not be unreasonably conditionedwithheld), withheld ninety (90) days in the aggregate in any one-year period or delayedtwo (2) times in any one-year period (a “Suspension Period”) if (A) the chief executive officer or chief financial officer of the Company determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (BC) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) Registration Statement a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer reorganization or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.63.06(a), the Company shall furnish to the Stockholders Shareholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders Shareholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. The Company shall respond promptly to reasonable inquiry by a Shareholder as to such facts and circumstances. Upon notice by the Company to the Stockholders Shareholders of any determination to commence a Suspension Period, the Stockholders Shareholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus Prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, earlier (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 3.06 shall relieve the Company of its obligations under Section 4.23.01.