Common use of Suspension Periods Clause in Contracts

Suspension Periods. The Company may (i) delay the filing of a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Shares pursuant to a Demand Registration or an S-3 or F-3 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 board of directors of the Company determines in good faith (x) that such delay would enable the Company to avoid disclosure of material information, the disclosure of which at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries 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, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing or an offering pursuant to this Section 5 is herein called a “Suspension Period”. In no event shall there be more than two Suspension Periods during any rolling period of 365 days, and the number of days covered by any one or more Suspension Periods shall not exceed 90 days in the aggregate during any rolling period of 365 days. If pursuant to this Section 5 the Company delays a Demand Registration requested by the Shareholder, the Shareholder 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 2(b). If pursuant to this Section 5 the Company withdraws an S-3 or F-3 Registration Statement requested by the Shareholder, the Shareholder shall be entitled to make a further request for an S-3 or F-3 Registration pursuant to this Agreement. The Company shall provide prompt written notice to the Shareholder of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period.

Suspension Periods. The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Shares Securities pursuant to a Demand Registration or an S-3 or F-3 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 board of directors of the Company determines in good faith its sole discretion (x) that proceeding with such delay an offering would enable require the Company to avoid disclosure of disclose material information, information that would not otherwise be required to be disclosed at that time and that the disclosure of which such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries 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, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing filing, an effective date or an offering pursuant to this Section 5 4 is herein called a “Suspension Period”. In no event shall there be more than two Suspension Periods during any rolling period of 365 days, and the number of days covered by any one or more Suspension Periods shall not exceed 90 days in the aggregate during any rolling period of 365 days. If pursuant to this Section 5 4 the Company delays or withdraws a Demand Registration requested by the ShareholderInvestor, the Shareholder Investor shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation restrictions on the number of such registrations Registrations set forth in the last sentence of Section 2(b2(a). If pursuant to this Section 5 the Company withdraws an S-3 or F-3 Registration Statement requested by the Shareholder, the Shareholder shall be entitled to make a further request for an S-3 or F-3 Registration pursuant to this Agreement. The Company shall provide prompt written notice to the Shareholder Investor of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), 4) but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group The Investor shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares Securities (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event (i) may the Company deliver notice of a Suspension Period to the Investor more than two times in any calendar year and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of 180 days or more in any calendar year.

Suspension Periods. The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 Registration Registration, or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Shares pursuant to a Demand Registration or an S-3 or F-3 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 board Company Board of directors of the Company Directors reasonably determines in good faith (x) that proceeding with such delay an offering would enable require the Company to avoid disclosure of disclose material information, information that would not otherwise be required to be disclosed at that time and that the disclosure of which such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries 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, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing filing, an effective date or an offering pursuant to this Section 5 4 is herein called a “Suspension Period”. In no event shall there be more than two Suspension Periods during any rolling ; provided that such period of 365 may not exceed 75 consecutive days, and that the number of days covered by any one Company may not postpone or suspend its obligation under this Section 4(a) for more Suspension Periods shall not exceed than 90 days in the aggregate during any rolling period of 365 days12-month period. If pursuant to this Section 5 4 the Company delays or withdraws a Demand Registration requested by the ShareholderInvestor, the Shareholder 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 2(b). If pursuant to this Section 5 2; provided, however, such determination shall not relieve the Company withdraws an S-3 or F-3 Registration Statement requested by the Shareholder, the Shareholder shall be entitled of its obligation to make a further request for an S-3 or F-3 Registration pursuant to this Agreementpay expenses in accordance with Section 7 hereof. The Company shall provide prompt written notice to the Shareholder Investor of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 54), but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group The Investor shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Periodconfidential.

Suspension Periods. The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 Shelf Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Shares pursuant to a Demand Registration or an S-3 or F-3 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 board of directors of the Company determines in good faith (x) that such delay would enable the Company to avoid disclosure of material information, the disclosure of which at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries 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, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing filing, an effective date or an offering pursuant to this Section 5 6 is herein called a “Suspension Period”. In no event shall there be more than two Suspension Periods during any rolling period of 365 days, and the number of days covered by any one or more Suspension Periods shall not exceed 90 180 days in the aggregate during any rolling period of 365 days. If pursuant to this Section 5 6 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requested by the ShareholderInvestor, the Shareholder 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 2(b). If pursuant to this 2 or Section 5 the Company withdraws an S-3 or F-3 Registration Statement requested by the Shareholder, the Shareholder shall be entitled to make a further request for an S-3 or F-3 Registration pursuant to this Agreement5. The Company shall provide prompt written notice to the Shareholder Investor of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 56), but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group The Investor shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period.

Suspension Periods. The Company may (i) delay the filing of a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 Registration or (ii) may, prior to the pricing of any underwritten offering or other offering of Registrable Common Shares Securities pursuant to a Demand Registration or an S-3 or F-3 Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed)offering, but in each case described in clauses (i) and (ii) only if the board of directors of the Company determines in good faith its reasonable discretion (x) that proceeding with such delay an offering would enable require the Company to avoid disclosure of disclose material information, information that would not otherwise be required to be disclosed at that time and that the disclosure of which such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries 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, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing or an offering pursuant to this Section 5 3 is herein called a “Suspension Period”. In no event shall there be more than two Suspension Periods during any rolling period of 365 days, and the number of days covered by any one or more Suspension Periods shall not exceed 90 days in the aggregate during any rolling period of 365 days. If pursuant to this Section 5 the Company delays a Demand Registration requested by the Shareholder, the Shareholder 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 2(b). If pursuant to this Section 5 the Company withdraws an S-3 or F-3 Registration Statement requested by the Shareholder, the Shareholder shall be entitled to make a further request for an S-3 or F-3 Registration pursuant to this Agreement. The Company shall provide prompt written notice to the Shareholder Investor of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group The Investor shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares Securities (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event (i) may the Company deliver notice of a Suspension Period to the Investor more than two times in any calendar year and (ii) shall the total number of days in any calendar year during which any and all Suspension Periods are in effect exceed 179 days.

Suspension Periods. The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Shares pursuant to a Demand Registration or an S-3 or F-3 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 board of directors of the Company determines in good faith its sole discretion (x) that proceeding with such delay an offering would enable require the Company to avoid disclosure of disclose material information, information that would not otherwise be required to be disclosed at that time and that the disclosure of which such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries 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, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing filing, an effective date or an offering pursuant to this Section 5 is herein called a “Suspension Period”. In no event shall there be more than two Suspension Periods during any rolling period of 365 days, and the number of days covered by any one or more Suspension Periods shall not exceed 90 days in the aggregate during any rolling period of 365 days. If pursuant to this Section 5 4 the Company delays or withdraws a Demand Registration requested by the ShareholderInvestors, the Shareholder Investors 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 2(b). If pursuant to this Section 5 the Company withdraws an S-3 or F-3 Registration Statement requested by the Shareholder, the Shareholder shall be entitled to make a further request for an S-3 or F-3 Registration pursuant to this Agreement2. The Company shall provide prompt written notice to the Shareholder Investors of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 54), but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group The Investors shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. In no event (i) may the Company deliver notice of a Suspension Period to the Investors more than three times in any calendar year and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of 180 days or more in any calendar year.

Suspension Periods. The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 Shelf Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Shares pursuant to a Demand Registration or an S-3 or F-3 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 board of directors of the Company reasonably determines in good faith (x) that proceeding with such delay an offering would enable require the Company to avoid disclosure of disclose material information, information that would not otherwise be required to be disclosed at that time and that the disclosure of which such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries 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, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing filing, an effective date or an offering pursuant to this Section 5 is herein called a “Suspension Period”. In no event The Company shall there be more than two act in good faith and use reasonable best efforts to end the Suspension Periods during any rolling period of 365 days, and Period promptly after the number of days covered by any one or more Suspension Periods shall not exceed 90 days in the aggregate during any rolling period of 365 daysrelevant circumstances cease to exist. If pursuant to this Section 5 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requested by the ShareholderInvestor, the Shareholder 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 2(b). If pursuant to this 2 or Section 5 the Company withdraws an S-3 or F-3 Registration Statement requested by the Shareholder, the Shareholder shall be entitled to make a further request for an S-3 or F-3 Registration pursuant to this Agreement4. The Company shall provide prompt written notice to the Shareholder Investor of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group The Investor shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period.Suspension

Suspension Periods. The Company may (i) delay the filing of a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 S‑3 Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Shares Stock pursuant to a Demand Registration or an S-3 or F-3 S‑3 Registration, delay such underwritten or other offering (and, if it SC1:3692634.5 so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the board of directors of the Company determines in good faith (x) that such delay would enable the Company to avoid disclosure of material information, the disclosure of which at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries taken as a whole or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any material debt or equity financing, any material acquisition or disposition, any material recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing or an offering pursuant to this Section 5 is herein called a “Suspension Period”. .” In no event shall there be more than two Suspension Periods during any rolling period of 365 three hundred sixty-five (365) days, and the number of days covered by any one or more Suspension Periods shall not exceed 90 sixty (60) days in the aggregate during any rolling period of 365 three hundred sixty-five (365) days. If pursuant to this Section 5 the Company delays a Demand Registration requested by the ShareholderStockholder, the Shareholder Stockholder 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 2(b). If pursuant to this Section 5 the Company withdraws an S-3 or F-3 S‑3 Registration Statement requested by the ShareholderStockholder, the Shareholder Stockholder shall be entitled to make a further request for an S-3 or F-3 S‑3 Registration pursuant to this Agreement, which will not count against the limitation on the number of such registrations set forth in Section 4(a). The Company shall provide prompt written notice to the Shareholder Stockholder of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group NAB shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares Stock (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. For the avoidance of doubt, nothing in this Section 5(a) shall affect any of NAB’s rights pursuant to the Stockholder Agreement.

Suspension Periods. The Company may (i) delay the filing of or effectiveness of, or by written notice to the applicable Investor(s) suspend the use of, a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 Shelf Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Shares pursuant to a Demand Registration or an S-3 or F-3 Registration, delay such underwritten or other offering (and, if it so choosesreasonably required, withdraw any registration statement that has been filed), but in each such case described in clauses (i) and (ii) only if the board of directors of the Company determines in good faith that (x) that such delay would enable the Company to avoid disclosure of material information, the disclosure of which at that time would not be in materially adverse to the Company’s best interests, or interests (y) that the registration or offering to be delayed would, if not delayed, including by materially adversely affect the Company and its subsidiaries taken as a whole or materially interfere interfering with, or jeopardize jeopardizing the success of, any pending or proposed material transactionacquisition, disposition or reorganization) or (y) obtaining any financial statements (including required consents) required to be included in any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reasonsuch Registration Statement would be impracticable. Any period during which the Company has delayed a filing filing, an effective date or an offering the use of a Registration Statement pursuant to this Section 5 is herein called a “Suspension Period”. In no event shall there be more than two Suspension Periods during any rolling period of 365 days, and the number of days covered by any one or more Suspension Period shall not exceed 75 days, and the number of days covered by all Suspension Periods shall not exceed 90 150 days in the aggregate during any rolling period of 365 days. If pursuant to this Section 5 the Company delays or withdraws a Demand Registration or underwritten Shelf Takedown requested by the Shareholderapplicable Investor, the Shareholder applicable 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 2(b). If pursuant to this Section 5 the Company withdraws an S-3 2 or F-3 Registration Statement requested by the Shareholder, the Shareholder shall be entitled to make a further request for an S-3 or F-3 Registration pursuant to this Agreement4. The Company shall provide prompt written notice to the Shareholder Investors of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group The Investors shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Periodconfidential.

Suspension Periods. The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a the Demand Registration or an S-3 or F-3 Registration or (ii) prior to the pricing of any the underwritten offering or other offering of Registrable Common Shares pursuant to a the Demand Registration or an S-3 or F-3 Registration, delay such underwritten or other offering (and, if it so chooses, it may (but need not) withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the board of directors of the Company reasonably determines in good faith (x) that proceeding with such delay an offering would enable require the Company to avoid disclosure of disclose material information, information that would not otherwise be required to be disclosed at that time and that the disclosure of which such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries subsidiaries, taken as a whole 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, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing filing, an effective date or an offering pursuant to this Section 5 7 is herein called a “Suspension Period”. In no event shall there be more than two Suspension Periods during any rolling period of 365 days, and the number of days covered by any one or more Suspension Periods shall not exceed 90 days in the aggregate during any rolling period of 365 days. If pursuant to this Section 5 7 the Company delays a or withdraws the Demand Registration Statement requested by the ShareholderUsiminas, the Shareholder Usiminas shall be entitled to withdraw such the related request for a Demand Registration and, if it does so, such request shall not count against the limitation on the number of such registrations set forth single Demand Registration provided for in Section 2(b). If 6(a) and the Demand Registration Deadline and Termination Date shall be extended to (A) in the case of the Demand Registration Deadline, the date that is fifteen (15) days after the expiration of the Suspension Period and (B) in the case of the Termination Date, the date that is thirty (30) days after such extended Demand Registration Deadline; provided that, if at the date of filing of a registration statement pursuant to this Section 5 a Demand Registration subsequent to a Suspension Period or pursuant to any replacement Demand Registration hereunder, the Company withdraws an S-3 or F-3 Registration Statement requested by shall not at such time be a well-known seasoned issuer (as defined in Rule 405 promulgated under the ShareholderSecurities Act), then the Shareholder Termination Date shall be entitled extended to make a further request for an S-3 or F-3 Registration pursuant to this Agreementthe date that is thirty (30) days after the effectiveness of the applicable registration statement. The Company shall provide prompt written notice to the Shareholder Usiminas of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 57), but shall not be obligated under this Agreement to disclose including the reasons therefor, provided that the Company shall in no event be required to disclose confidential, proprietary or commercially sensitive information. Man Group Usiminas shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. No Suspension Period shall be in effect for longer than reasonably necessary in connection with the Company’s determination pursuant to clauses (x) or (y) above.

Suspension Periods. The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 or F-3 Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Shares pursuant to a Demand Registration or an S-3 or F-3 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 Company’s board of directors of the Company reasonably determines in good faith (x) that proceeding with such delay an offering would enable require the Company to avoid disclosure of disclose material information, information that would not otherwise be required to be disclosed at that time and that the disclosure of which such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries 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, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing filing, an effective date or an offering pursuant to this Section 5 3 is herein called a “Suspension Period”. In no event shall there be more than two Suspension Periods during any rolling ; provided that such period of 365 may not exceed 75 consecutive days, and that the number of days covered by any one Company may not postpone or suspend its obligation under this Section 3(a) for more Suspension Periods shall not exceed than 90 days in the aggregate during any rolling period of 365 days12-month period. If pursuant to this Section 5 3 the Company delays or withdraws a Demand Registration requested by the Shareholderone or more Investors, the Shareholder such Investors 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 2(b). If pursuant to this Section 5 2; provided, however, such determination shall not relieve the Company withdraws an S-3 or F-3 Registration Statement requested by the Shareholder, the Shareholder shall be entitled of its obligation to make a further request for an S-3 or F-3 Registration pursuant to this Agreementpay expenses in accordance with Section 6 hereof. The Company shall provide prompt written notice to the Shareholder such Investors of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 53), but shall not be obligated under this Agreement to disclose the reasons therefor. Man Group The Investor shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Periodconfidential.