Common use of Suspension Periods Clause in Contracts

Suspension Periods. Upon written notice to Spectrum, (x) the Company shall be entitled to delay the filing or initial effectiveness of, or suspend, for a period of time, the use of any Registration Statement or Prospectus if the filing, initial effectiveness or continued use of such Registration Statement at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Company, after consultation with counsel, (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement, and (iii) would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction, in each case that is material to the Company (in each case of , a “Suspension Period”); provided that (A) the duration of all Suspension Periods may not exceed one hundred and twenty (120) days in the aggregate in any 12-month period and (B) the Company shall use its commercially reasonable efforts to amend the Registration Statement and/or Prospectus to correct such untrue statement or omission as soon as reasonably practicable. In the event the Company exercises its rights under the preceding sentence, such holders of Registrable Securities agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities and to treat such notice as Confidential Information for purposes of Section 2.2 hereof.

Suspension Periods. Upon written notice to SpectrumNotwithstanding Section 2(a), the Company may, at any time (x) the Company shall be entitled to delay the filing or initial delay or suspend the effectiveness of, or suspend, for of a period of time, the use of any Registration Statement or Prospectus if the filingany pending or potential Demand Underwritten Offering or (y) without suspending such effectiveness, initial effectiveness or continued use of such Registration Statement at deliver a notice (a “Suspension Notice”) that instructs any time would require the Company selling Holders not to make a public disclosure of material non-public information, which disclosure sell any securities included in the good faith judgment Registration Statement, if any of the Company, after consultation with counsel, following events shall have occurred (i) would be required to be made in any registration statement so that each such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement, and (iii) would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction, in each case that is material to the Company (in each case of circumstance, a “Suspension PeriodEvent”); provided ): (i) the board of directors of the Company determines in good faith that (A) the duration of all Suspension Periods may not exceed one hundred and twenty Company intends to undertake an underwritten public offering in connection with a material transaction (120) days provided, however, that to the extent the Company undertakes an underwritten public offering in connection with such transaction, Holders shall be entitled to the aggregate rights set forth in any 12-month period and Section 2(f)); (B) disclosure of a material transaction that would otherwise be required to be disclosed due to such registration would have an adverse effect on the Company, including the Company’s ability to consummate such a material transaction, or (C) such registration or continued registration would render the Company unable to comply with the requirements of the Securities Act or Exchange Act; or (ii) solely in the case of foregoing clause (x), the board of directors of the Company determines in good faith after consultation with outside legal counsel for the Company that the Company is required by law, rule or regulation to supplement or amend a Registration Statement in order to ensure that it (or the Prospectus contained therein) does not contain an untrue statement of a material 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. Upon the occurrence of any Suspension Event, the Company shall use its commercially reasonable best efforts to amend resolve the Suspension Event and to file the applicable Registration Statement, to cause the applicable Registration Statement to become effective and/or to permit resumed use of the Registration Statement and/or Prospectus to correct such untrue statement or omission Statement, as applicable, as soon as reasonably practicable. In the event If the Company exercises its rights a suspension under this Section 2(b), then during the preceding sentenceperiod of such suspension (the “Suspension Period”), the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of Company equity securities (whether for the benefit of the Company or a third person), except (A) transactions involving the issuance or purchase of Company equity securities as contemplated by employee benefit plans or employee or director arrangements and (B) in connection with a transaction described in clause (i) of this Section 2(b). The Company shall provide such holders notice within three calendar days after the occurrence of a Suspension Event. A single Suspension Period shall not exceed 30 days and the total number of days subject to a Suspension Period during any consecutive 12-month period shall not exceed 45 days. The Holders may recommence effecting offers and sales of the Registrable Securities agree pursuant to suspendthe applicable Registration Statement following further written notice to such effect (an “End of Suspension Notice”) from the Company, promptly upon their receipt which End of Suspension Notice shall be given by the notice referred Company to abovethe Holders promptly, their use and no later than three calendar days following the conclusion of any Suspension Event and its effect and, in any event, during the permitted 30-day Suspension Period. The filing of any prospectus by the Company relating to such registration in connection with any sale or offer to sell Registrable Securities and to treat such notice as Confidential Information for purposes an underwritten offering of Section 2.2 hereofCommon Stock shall be deemed an End of Suspension Notice.

Suspension Periods. Upon written notice Notwithstanding anything to Spectrumthe contrary contained in this Agreement, (x) the Company shall be entitled entitled, from time to delay time, by providing written notice to the HL Management Stockholder Representative and the other holders of Common Stock who elected to participate in a Registration, to postpone the filing or initial effectiveness ofof a Registration, or suspendor, for to the extent a period Registration is effective, to require such holders of time, Common Stock to suspend the use of any Registration Statement or the Prospectus if for sales of Registrable Securities under the filing, initial effectiveness or continued use of such Registration Statement at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Company, after consultation with counsel, (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement, and (iii) would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transactionRegistration, in each case that is material for a reasonable period of time not to the Company (exceed 90 days in each case of , a “Suspension Period”); provided that (A) the duration of all Suspension Periods may not exceed one hundred and twenty (120) succession or 120 days in the aggregate in any 12-month period (a “Suspension Period”) if the board of directors of the Company determines in good faith and (B) in its reasonable judgment that it is required to disclose in the Registration material, non-public information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such notice, the holders of Common Stock covered by the Registration shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from the holders of Common Stock, the Company shall use its commercially reasonable efforts to amend the Registration Statement and/or Prospectus to correct such untrue statement or omission as soon as reasonably practicable. In practicable file and seek the event effectiveness of the Company exercises its rights under Registration, or prepare a post-effective amendment or supplement to the preceding sentenceRegistration or the Prospectus, such holders or any document incorporated therein by reference, as applicable, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities agree included therein, the Prospectus will not include an untrue statement of a material fact or omit to suspendstate any material fact necessary to make the statements therein, promptly upon their receipt in the light of the notice referred to abovecircumstances under which they were made, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities and to treat such notice as Confidential Information for purposes of Section 2.2 hereofnot misleading.

Suspension Periods. Upon (1) Notwithstanding anything to the contrary contained in this Agreement, the Corporation shall be entitled, from time to time, by providing written notice to SpectrumHolder and the other holders of Common Stock who elected to participate in a Registration, (x) the Company shall be entitled to delay postpone the filing or initial effectiveness ofof a Registration, or suspendor, for to the extent a period Registration is effective, to require such holders of time, Common Stock to suspend the use of any Registration Statement or the Prospectus if for sales of Registrable Securities under the filing, initial effectiveness or continued use of such Registration Statement at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Company, after consultation with counsel, (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement, and (iii) would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transactionRegistration, in each case that is material for a reasonable period of time not to the Company (exceed 60 calendar days in each case of , a “Suspension Period”); provided that (A) the duration of all Suspension Periods may not exceed one hundred and twenty (120) succession or 120 calendar days in the aggregate in any 12-month period and (a “Suspension Period”) if the board of directors of the Corporation determines that (A) any action required in connection with a Registration would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Corporation; (ii) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential; or (iii) render the Corporation unable to comply with requirements under the 1933 Act or 1934 Act or (B) any event of the Company shall use its commercially reasonable efforts to amend kind described in clauses (E)-(G) of Section 4(a)(3) has occurred. Immediately upon receipt of such notice, the holders of Common Stock covered by the Registration Statement and/or shall suspend the use of the Prospectus until the requisite changes to correct such untrue statement the Prospectus have been made or omission the Corporation provides the Advice contemplated by Section 4(c)(2). After the expiration of any Suspension Period and without any further request from the holders of Common Stock, the Corporation shall as soon as reasonably practicable. In practicable file and seek the event effectiveness of the Company exercises its rights under Registration, or prepare a post-effective amendment or supplement to the preceding sentenceRegistration or the Prospectus, such holders or any document incorporated therein by reference, as applicable, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities agree included therein, the Prospectus will not include an untrue statement of a material fact or omit to suspendstate any material fact necessary to make the statements therein, promptly upon their receipt in the light of the notice referred to abovecircumstances under which they were made, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities and to treat such notice as Confidential Information for purposes of Section 2.2 hereof.not misleading

Suspension Periods. Upon written notice Notwithstanding anything to Spectrumthe contrary contained in this Agreement, (x) the Company shall be entitled entitled, from time to delay time, by providing written notice to ORIX and the other holders of Common Stock who elected to participate in a Registration, to postpone the filing or initial effectiveness ofof a Registration, or suspendor, for to the extent a period Registration is effective, to require such holders of time, Common Stock to suspend the use of any Registration Statement or the Prospectus if for sales of Registrable Securities under the filing, initial effectiveness or continued use of such Registration Statement at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Company, after consultation with counsel, (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement, and (iii) would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transactionRegistration, in each case that is material for a reasonable period of time not to the Company (exceed 90 days in each case of , a “Suspension Period”); provided that (A) the duration of all Suspension Periods may not exceed one hundred and twenty (120) succession or 120 days in the aggregate in any 12-month period (a “Suspension Period”) if the board of directors of the Company determines in good faith and (B) in its reasonable judgment that it is required to disclose in the Registration material, non-public information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such notice, the holders of Common Stock covered by the Registration shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from the holders of Common Stock, the Company shall use its commercially reasonable efforts to amend the Registration Statement and/or Prospectus to correct such untrue statement or omission as soon as reasonably practicable. In practicable file and seek the event effectiveness of the Company exercises its rights under Registration, or prepare a post-effective amendment or supplement to the preceding sentenceRegistration or the Prospectus, such holders or any document incorporated therein by reference, as applicable, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities agree included therein, the Prospectus will not include an untrue statement of a material fact or omit to suspendstate any material fact necessary to make the statements therein, promptly upon their receipt in the light of the notice referred to abovecircumstances under which they were made, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities and to treat such notice as Confidential Information for purposes of Section 2.2 hereofnot misleading.

Suspension Periods. Upon written Following the effectiveness of the Shelf Registration filed pursuant to this Section 4, the Company may, at any time, suspend the effectiveness of such Shelf Registration for up to thirty (30) days, as appropriate (a "Suspension Period"), by giving notice to Spectrumthe Purchaser, (x) if the Company shall be entitled to delay the filing or initial effectiveness ofhave determined, or suspendthrough action by its Board of Directors, for a period of time, the use of any Registration Statement or Prospectus if the filing, initial effectiveness or continued use of such Registration Statement at any time would require that the Company may be required to make a public disclosure of disclose any material non-public informationcorporate development, which disclosure disclosure, in the good faith judgment of the Company's Board of Directors, after consultation with counsel, (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement, and (iii) would could reasonably be expected to have a material adverse effect on the Company; and at least two (2) business days prior to implementing any proposal or plan of such Suspension Period, the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction, in each case that is material shall deliver to the Company Purchaser a certificate to that effect. Notwithstanding the foregoing, no more than two (in each case of , a “Suspension Period”); provided that (A2) the duration of all Suspension Periods may not exceed one hundred and twenty (120) days in the aggregate occur in any 12-month period and (B) the calendar year. The Company shall use its commercially reasonable commercial efforts to amend limit the duration and number of any Suspension Periods, including, without limitation, preparing and filing with the SEC post-effective amendments to the Shelf Registration Statement and/or Prospectus prospectus supplements to correct the prospectus included in the Shelf Registration. The Purchaser agrees that, upon receipt of notice from the Company of a Suspension Period in accordance with the provisions of this Section 4.3, the Purchaser shall forthwith discontinue disposition of shares covered by such untrue registration statement or omission as soon as reasonably practicable. In prospectus in accordance with the event provisions of this Section 4.3 until the Purchaser (i) is advised in writing by the Company exercises that the applicable Suspension Period has been terminated and the use of the prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Purchaser shall treat any information relating to a Suspension Period, including its rights under the preceding sentence, such holders of Registrable Securities agree to suspend, promptly upon their receipt of notice of a Suspension Period, as confidential information of the notice referred to aboveCompany, their and shall not use or disclose any such information except with the prior written consent of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities and to treat such notice as Confidential Information for purposes of Section 2.2 hereofthe Company.

Suspension Periods. Upon The Company may, after receiving the written notice to Spectrumconsent of CD&R Investor, (xi) the Company shall be entitled to delay the filing or initial effectiveness of, of a Registration Statement in conjunction with a Demand Registration or suspend, for a period of time, Shelf Registration or (ii) prior to the use pricing of any Underwritten Offering or other offering of Registrable Shares pursuant to a Demand Registration Statement or Prospectus a Shelf Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the filing, initial effectiveness or continued use of Company determines (x) that proceeding with such Registration Statement at any time an offering would require the Company to make a public disclosure of disclose material non-public information, which disclosure in the good faith judgment of the Company, Board (after consultation with external legal counsel), (i) would not otherwise be required to be made in any registration statement so disclosed at that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and that the disclosure of such information at that time would not be in the Company’s best interests, or (y) that the registration statementor offering to be delayed would, if not delayed, materially and (iii) would reasonably be expected to have a material adverse effect on any proposal or plan of adversely affect the Company to effect a mergeror the Group or materially interfere with, acquisitionor jeopardize the success of, any pending or proposed material transaction, including, if material, any debt or equity financing, any acquisition or disposition, financing, reorganization, any recapitalization or similar reorganization or any other transaction, in each case that is material to . Any period during which the Company (in each case of has delayed a filing, an effective date or an offering pursuant to this Section 4.04 is herein called a “Suspension Period”. If pursuant to this Section 4.04 the Company delays or withdraws a Demand Registration or Shelf Registration requested by CD&R Investor, CD&R Investor shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 4.01 or Section 4.03. The Company shall provide prompt written notice to CD&R Investor of the commencement and termination of any Suspension Period (and any withdrawal of a Registration Statement pursuant to this Section 4.04); provided that . The parties hereto shall keep the existence of each Suspension Period confidential. In no event (Ai) may the duration Company deliver notice of all a Suspension Period to CD&R Investor more than two times in any calendar year (or more than once in a six month period) and (ii) shall a Suspension Period or Suspension Periods may not exceed one hundred and twenty (120) be in effect for an aggregate of 90 days in the aggregate or more in any 12-month calendar year or any single period and (B) the Company shall use its commercially reasonable efforts to amend the Registration Statement and/or Prospectus to correct such untrue statement or omission as soon as reasonably practicable. In the event the Company exercises its rights under the preceding sentence, such holders of Registrable Securities agree to suspend, promptly upon their receipt time in excess of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities and to treat such notice as Confidential Information for purposes of Section 2.2 hereof60 days.

Suspension Periods. Upon written notice to Spectrumthe Holders of Registrable Securities, (xa) the Company shall be entitled to delay the filing or initial effectiveness of, or suspend, for a period of time, the use of any Shelf Registration Statement or Prospectus included therein if the filing, initial effectiveness Board (or continued use of such Registration Statement at any time would require the Company to make a public disclosure of material non-public information, which disclosure duly authorized committee thereof) determines in the its good faith judgment of the Companyjudgment, after consultation with counsel, (i) would be required to be made in any registration statement so that such registration Shelf Registration Statement or Prospectus may contain an untrue statement would of a material fact or omit any fact necessary to make the statements in the Shelf Registration Statement or Prospectus not be materially misleading, misleading and (iib) would the Company shall not be required to be made at amend or supplement the Shelf Registration Statement, any related Prospectus or any document incorporated therein by reference if the Board (or any duly authorized committee thereof) determines in its good faith judgment, after consultation with counsel, that such time but for the filing, effectiveness amendment or continued use of such registration statement, and (iii) supplement would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction, in each case that is material to the Company (in each the case of each of clause (a) and (b), a “Suspension Period”); provided that (A) the duration of all Suspension Periods may not exceed one hundred and twenty (120) 90 days in the aggregate in any 12-month period and (B) the Company shall use its commercially reasonable efforts to amend or supplement the Shelf Registration Statement and/or Prospectus to correct such untrue statement or omission as soon promptly as reasonably practicable. In the , but in no event the Company exercises its rights under the preceding sentence, such holders of Registrable Securities agree to suspend, promptly upon their receipt of the notice referred to above, their use of shall any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities and to treat such notice as Confidential Information for purposes of Section 2.2 hereofsingle Suspension Period exceed 45 consecutive days.

Suspension Periods. Upon written notice to Spectrumthe Holders of Registrable Securities, (x) the Company shall be entitled to delay the filing or initial effectiveness of, or suspend, for a period of time, the use of any Registration Statement or Prospectus if the filing, initial effectiveness or continued use Board of such Registration Statement at any time would require the Company to make a public disclosure of material non-public information, which disclosure Directors determines in the its good faith judgment of the Companyjudgment, after consultation with counsel, that the Registration Statement or any Prospectus may contain an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement or Prospectus not misleading and (iy) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would the Company shall not be required to be made at amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference if the Board of Directors determines in its good faith judgment, after consultation with counsel, that such time but for the filing, effectiveness amendment or continued use of such registration statement, and (iii) supplement would reasonably be expected to have a material adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction, in each case that is material to the Company (in each case of each clause (x) and (y), a “Suspension Period”); provided that (A) the duration of all Suspension Periods may not exceed one hundred and twenty (120) days in the aggregate in any 12-month period and (B) the Company shall use its commercially reasonable efforts to amend or supplement the Registration Statement and/or Prospectus to correct such untrue statement or omission as soon as reasonably practicable, but in no event shall any single suspension period exceed forty five (45) days. In (e) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) during the event period ending ninety (90) days after the Company exercises its rights under effective date of, another registration by the preceding sentenceCompany, such holders of including a Company-initiated registration, in each case, in which Holders were entitled to include Registrable Securities agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such in accordance with Section 2.2. A registration in connection with any sale or offer to sell Registrable Securities and to treat such notice shall not be counted as Confidential Information “effected” for purposes of Section 2.2 hereof.this Subsection 2.1(e) until such time as the applicable registration statement has been declared effective by the SEC; provided, however, if the Initiating Holders withdraw their request for such registration and elect to pay the US-DOCS\70473355 registration expenses therefor, such withdrawn registration statement shall not be counted as “effected” for purposes of this Subsection 2.1(e). (f)