Common use of Allowable Delays Clause in Contracts

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus, in the event that the Company or Board of Directors determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above).

Allowable Delays. On no more than two (2) occasions and in any twelve (12)-month period for not more than 30 thirty (30) consecutive days or for a total of not more than 60 days in any 12 month periodsixty (60) days, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2‎2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d‎2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two occasions in any 12 month period and for not more than 30 45 consecutive calendar days or for a total of not more than 60 75 calendar days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus, in the event that the Company or Company’s Board of Directors determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company’s Board of Directors, in the best interests of the Company, Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d2(e) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d2(e)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed aboveconfidentiality).

Allowable Delays. On no more than two occasions and in any twelve (12)-month period for not more than 30 sixty (60) consecutive days or for a total of not more than 60 one-hundred and twenty (120) days in any 12 month such twelve (12)-month period, the Company may delay the effectiveness of the Initial Resale Shelf Registration Statement or any other Registration Statement, or suspend the use of any ProspectusProspectus included in any Registration Statement, in the event that the Company or Board of Directors determines, determines in good faith and upon advice of legal counsel, that such delay or suspension (A) is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, ; (B) is necessary to amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading misleading; (C) is in the best interest of the Company and its stakeholders generally due to a pending securities offering by the Company or any proposed material acquisition, merger, tender offer, business combination, corporate reorganization, consolidation, refinancing or other material transaction involving the Company, in each case that would be materially and adversely affected by required disclosure of such transaction in such Prospectus; or (D) that such registration or use of any Prospectus that is included in any Registration Statement would render the Company unable to otherwise comply with the Securities Act or any other law applicable securities laws (each, an “Allowed Delay”); provided, that the Company shall promptly (ai) notify each Investor Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investora Holder) disclose to such Investor Holder any material non-public information giving rise to an Allowed Delay, (bii) advise the Investors Holders in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (ciii) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above).

Allowable Delays. On no more than two (2) occasions and in any twelve (12)-month period for not more than 30 thirty (30) consecutive days or for a total of not more than 60 days in any 12 month periodsixty (60) days, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay in connection with the negotiation or consummation of a material transaction by the Company that is pending that would require additional disclosure by the Company in the Registration Statement of material non-public information concerning that the Company, Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2‎2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d‎2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus, in the event that the Company or Board of Directors determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”)law; provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above).

Allowable Delays. On no more than two occasions and for not more than 30 thirty (30) consecutive days or for a total of not more than 60 sixty (60) days in any 12 month twelve (12)-month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors determines, determines in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, Company or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-non- public information giving rise to an Allowed Delay, Delay and (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay Delay, and (c) the Company shall use commercially reasonable its best efforts to terminate an Allowed Delay as promptly as practicable. Each Investor The Company shall keep use its best efforts to minimize the existence duration and frequency of each any Allowed Delay confidential and refrain from making offers and sales shall not exercise its right to delay the effectiveness of Registrable Securities (and direct the Initial Registration Statement or any other Persons making such offers and sales on such Investor's behalf Registration Statement or suspend to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective any prospectus included in any Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (Statement for competitive or would have been delivered but for the provisions of this Section 2(d)) and the non-disclosure related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)reasons.

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus, in the event that the Company or Board of Directors determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay in connection with the negotiation or consummation of a material transaction by the Company that is pending that would require additional disclosure by the Company in the Registration Statement of material non-public information concerning that the Company, Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (ai) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (bii) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (ciii) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two occasions and in any twelve (12)-month period for not more than 30 forty-five (45) consecutive days or for a total of not more than 60 days in any 12 month periodninety (90) days, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d2(e) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus, in the event that the Company or Board of Directors determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay in connection with the negotiation or consummation of a material transaction by the Company that is pending that would require additional disclosure by the Company in the Registration Statement of material non-public information concerning that the Company, Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (ai) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (bii) advise the Investors in writing to cease all sales under the applicable Registration Statement and the related Prospectus until the end of the Allowed Delay and (ciii) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two (2) occasions and in any twelve (12)-month period for not more than 30 thirty (30) consecutive days or for a total of not more than 60 days in any 12 month periodsixty (60) days, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed DelayDelay and such notice shall specify that an Allowed Delay has commenced and that sales pursuant to the Registration Statement must cease, and the Company shall provide a written notice within twenty-four (24) hours) after the termination of the Allowed Delay confirming the sales may be resumed; (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions avoidance of this Section 2(d)) and the related suspension period remains in effectdoubt, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification without limitation to the Company, by delivering ’s obligation to such Investor a copy of such previous deliver any notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed abovedescribed in Section 3(e)(iii) hereof).

Allowable Delays. On no more than two (2) occasions and in any twelve (12)-month period for not more than 30 thirty (30) consecutive days or for a total of not more than 60 days in any 12 month periodsixty (60) days, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (Ai) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (Bii) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, provided that the Company shall promptly (aA) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (bB) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (cC) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2‎2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d‎2(e) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions avoidance of this Section 2(d)) and the related suspension period remains in effectdoubt, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification without limitation to the Company, by delivering ’s obligation to such Investor a copy of such previous deliver any notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed abovedescribed in Section ‎3(e)(iii) hereof).

Allowable Delays. On no more than two occasions and in any twelve (12)-month period for not more than 30 thirty (30) consecutive days or for a total of not more than 60 sixty (60) days in any 12 month period(which need not be consecutive calendar days), the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d2(e) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two (2) occasions and for not more than 30 thirty (30) consecutive days or for a total of not more than 60 sixty (60) days in any 12 twelve (12) month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus, Prospectus in the event that the Company or Board of Directors determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d2(e) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors determines, determines in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the CompanyCompany in connection with any pending corporate development, which would require additional disclosure by the Company in the Registration Statement of such material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above).

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus, in the event that the Company or Board of Directors determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay in connection with the negotiation or consummation of a material transaction by the Company that is pending that would require additional disclosure by the Company in the Registration Statement of material non-public information concerning that the Company, Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (ai) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (bii) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (ciii) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above).

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of or delay any requirement to request the effectiveness of, the Initial Registration Statement or any other Registration StatementStatement (or any amendment thereto), or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors determines, determines in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the CompanyCompany in connection with the negotiation or consummation of a material transaction by the Company that is pending, which would require additional disclosure by the Company in the affected Registration Statement of such material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the Company, affected Registration Statement to fail to comply with applicable disclosure requirements or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 22(e); provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d2(e) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended sale pursuant to or other use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended sale or use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d2(e)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed aboveconfidentiality).

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors determines, determines in good faith faith, and upon the advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, Company or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d2(e) to such Investor and such Investor shall no not longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus, in the event that the Company or Board of Directors determines, in good faith and upon advice of outside legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d2(e) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d2(e)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed aboveconfidentiality).

Allowable Delays. On no more than two occasions and for not more than 30 60 consecutive days or for a total of not more than 60 90 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectus, in the event that the Company or Board of Directors determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard, in upon advice of legal counsel, to cause the best interests of the Company, Registration Statement to fail to comply with applicable disclosure requirements or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (ai) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (bii) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (ciii) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above).

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors determines, determines in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the CompanyCompany in connection with the negotiation or consummation of a material transaction by the Company that is pending, which would require additional disclosure by the Company in the Registration Statement of such material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyCompany to cause the Registration Statement to fail to comply with applicable disclosure requirements, in the best interests of the Company, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above).

Allowable Delays. On no more than two (2) occasions and in any twelve (12)-month period for not more than 30 thirty (30) consecutive days or for a total of not more than 60 days in any 12 month periodsixty (60) days, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Opt- Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions avoidance of this Section 2(d)) and the related suspension period remains in effectdoubt, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification without limitation to the Company, by delivering ’s obligation to such Investor a copy of such previous deliver any notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed abovedescribed in Section 3(e)(iii) hereof).

Allowable Delays. On no more than two (2) occasions and for not more than 30 thirty (30) consecutive days or for a total of not more than 60 sixty (60) days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors determines, determines in good faith and upon advice of legal counsel, counsel that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard, in upon advice of legal counsel, to cause the best interests of the Company, Registration Statement to fail to comply with applicable disclosure requirements or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable best efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d2(e) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two (2) occasions and in any twelve (12)-month period for not more than 30 thirty (30) consecutive days or for a total of not more than 60 days in any 12 month periodsixty (60) days, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Company’s Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure by the Company in the Registration Statement of material non-public information concerning that the Company, Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is not, in the good faith opinion of the Company’s Board of Directors, in the best interests of the Company, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor Purchaser in writing (email being sufficient) of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investora Purchaser) disclose to such Investor Purchaser any material non-public information giving rise to an Allowed Delay, (b) advise the Investors Purchasers in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor Purchaser may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor Purchaser not receive notices from the Company otherwise required by this Section 22(d); provided, however, that such Investor Purchaser may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor a Purchaser (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor Purchaser and such Investor Purchaser shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two (2) occasions in any twelve (12)-month period and for not more than 30 thirty (30) consecutive days or for a total of not more than 60 days in any 12 month periodsixty (60) days, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors reasonably determines, in good faith and upon advice of legal counsel, that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard of Directors, in upon advice of legal counsel, to cause the best interests of the CompanyRegistration Statement to fail to comply with applicable disclosure requirements, or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of or delay any requirement to request the effectiveness of, the Initial Registration Statement or any other Registration StatementStatement (or any amendment thereto), or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors determines, determines in good faith and upon advice of legal counsel, counsel that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, Company or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-non- public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Opt- Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d2(e) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above)notice.

Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any Prospectusprospectus included in any Registration Statement, in the event that the Company or Board of Directors determines, determines in good faith and upon advice of legal counsel, counsel that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, including in connection with the negotiation or consummation of a material transaction by the Company that is pending, that would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for preserving as confidential and the non-disclosure of which at the time is notwould be expected, in the good faith opinion reasonable determination of the CompanyBoard, in upon advice of legal counsel, to cause the best interests of the Company, Registration Statement to fail to comply with applicable disclosure requirements or (B) amend or supplement the affected Registration Statement or the related Prospectus prospectus so that such Registration Statement or Prospectus prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus prospectus in light of the circumstances under which they were made, not misleading or to otherwise comply with the Securities Act or any other law (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use commercially its reasonable best efforts to terminate an Allowed Delay as promptly as practicable. Each Investor shall keep the existence of each Allowed Delay confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales on such Investor's behalf to refrain from doing so) during each Allowed Delay under the applicable Registration Statement. Notwithstanding anything to the contrary set forth herein, the Company shall not, when advising such Investor of such events, provide Investor with any material, nonpublic information regarding the Company other than to the extent required to provide notice to such Investor of the occurrence of the events listed above. Each Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Investor not receive notices from the Company otherwise required by this Section 2; provided, however, that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from an Investor (unless subsequently revoked), (a) the Company shall not deliver any notices pursuant to this Section 2(d) to such Investor and such Investor shall no longer be entitled to the rights associated with any such notice and (b) each time prior to such Investor’s intended use of an effective Registration Statement, such Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of an Allowed Delay was previously delivered (or would have been delivered but for the provisions of this Section 2(d)) and the related suspension period remains in effect, the Company will so notify such Investor, within one (1) Business Day of such Investor’s notification to the Company, by delivering to such Investor a copy of such previous notice of an Allowed Delay, and thereafter will provide such Investor with the related notice of the conclusion of such Allowed Delay immediately upon the conclusion thereof (which notices shall not contain any material nonpublic information or subject such Investor to any duty of confidentiality other than to the extent required to provide notice to such Investor of the occurrence of the events listed above).