Common use of Allowed Delay Clause in Contracts

Allowed Delay. For not more than sixty (60) consecutive days or more than two occasions, or for a total of not more than one-hundred and twenty (120) days in any twelve (12) month period, the Company may delay the filing of a Shelf Registration Statement or suspend the use of any Prospectus (as defined below) included in any Shelf Registration Statement contemplated by this Section 6 in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic 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) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its Separation Agreement and related agreements with the Company or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that such Shelf 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 (an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Investors in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of the Investors) disclose to the Investors any material nonpublic information giving rise to an Allowed Delay or subject the Investors to any duty of confidentiality, (b) advise the Investors in writing to cease all sales under such Shelf Registration Statement until the end of the Allowed Delay and (c) use its best efforts to terminate an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities Act.

Allowed Delay. For (a) Notwithstanding anything to the contrary herein, if the Company determines in good faith that the filing of a Registration Statement with respect to Registrable Securities pursuant to this Section 2: (i) may interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not more than a final decision has been made to undertake such transaction), or (ii) would require the disclosure of material information the disclosure of which at the time is not, in the good faith determination of the Company, in the best interests of the Company, or which the Company has a specific short-term need for preserving as confidential, the Company shall not be required to file a Registration Statement pursuant to this Section 2, or may withhold efforts to cause a Registration Statement to become effective, until the earlier of (x) the date upon which such material information is disclosed to the public (it being understood that nothing herein shall require such disclosure) or, in the good faith determination of the Company, ceases to be material and (y) sixty (60) days after the Company makes such good faith determination. (b) Notwithstanding anything to the contrary herein, for not more than thirty (30) consecutive days or more than two occasions, or for a total of not more than oneforty-hundred and twenty five (12045) days in any twelve (12) month period, the Company may delay the filing disclosure of a Shelf Registration Statement or suspend material non-public information concerning the Company, by suspending the use of any Prospectus (as defined below) included in any Shelf Registration Statement contemplated by this Section 6 in the event that the Company determines in good faith that containing such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Companyinformation, the disclosure of which at the time is not, in the good faith opinion determination of the Company, in the best interests of the Company, . (Bc) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its Separation Agreement and related agreements with the Company or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that such Shelf 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 The occurrence of the circumstances under which they were made, not misleading described in subsections (a) and (b) above shall constitute an “Allowed Delay”); provided.” In the event of an Allowed Delay, that the Company shall promptly (ai) notify the Investors Stockholder in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of Stockholder, shall the Investors) Company disclose to Stockholder any of the Investors any facts or circumstances regarding) material nonpublic non-public information giving rise to an Allowed Delay or subject the Investors to any duty of confidentialityDelay, and (bii) advise the Investors Stockholder in writing to cease all sales under such Shelf the Registration Statement until the end of the Allowed Delay and (c) use its best efforts to terminate an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities ActDelay.

Allowed Delay. For not The Company may delay the disclosure of -------------- material non-public information, and suspend the availability of the Registration Statement, for no more than sixty (60i) five (5) consecutive days Business Days or more than two occasions, or for a total of not more than one-hundred and (ii) twenty (12020) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company's best interests not to disclose such information publicly (an "Allowed ------- Delay"). In addition, until the Company becomes eligible to file a registration ----- statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an "Updating -------- Amendment"), the Company may delay the filing of a Shelf Registration Statement or also suspend the use availability of the Registration --------- Statement until such Updating Amendment is declared effective and any Prospectus such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (as defined below5) included in any Shelf Registration Statement contemplated by this Section 6 in Business Days following the event that or circumstance requiring such amendment and the Company determines in good faith that such suspension is necessary promptly responds to (A) delay any comments made thereon by the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion staff of the Company, in the best interests of the Company, (B) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its Separation Agreement and related agreements with the Company or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that such Shelf 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 (an “Allowed Delay”); provided, that the Commission. The Company shall promptly (ai) notify the Investors each Holder in writing of the commencement existence of an Allowed Delay, but shall not (without the prior written consent of the Investors) disclose to the Investors any material nonpublic non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such Holder, shall the Company disclose to such Holder any of the facts or subject the Investors to circumstances regarding any duty of confidentialitymaterial non-public information), (bii) advise the Investors each Holder in writing to cease all sales under such Shelf the Registration Statement until the end termination of the Allowed Delay and (ciii) use its best efforts to terminate notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities ActDelay.

Allowed Delay. For (a) Notwithstanding anything to the contrary herein, if the Company determines in good faith that the filing of a Registration Statement with respect to Registrable Securities pursuant to this Section 2: (i) may interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not more than a final decision has been made to undertake such transaction), or (ii) would require the disclosure of material information the disclosure of which at the time is not, in the good faith determination of the Company, in the best interests of the Company, or which the Company has a specific short-term need for preserving as confidential, the Company shall not be required to file a Registration Statement pursuant to this Section 2, or may withhold efforts to cause a Registration Statement to become effective, until the earlier of (x) the date upon which such material information is disclosed to the public (it being understood that nothing herein shall require such disclosure) or, in the good faith determination of the Company, ceases to be material and (y) sixty (60) days after the Company makes such good faith determination. (b) Notwithstanding anything to the contrary herein, for not more than thirty (30) consecutive days or more than two occasions, or for a total of not more than oneforty-hundred and twenty five (12045) days in any twelve (12) month period, the Company may delay the filing disclosure of a Shelf Registration Statement or suspend material non-public information concerning the Company, by suspending the use of any Prospectus (as defined below) included in any Shelf Registration Statement contemplated by this Section 6 in the event that the Company determines in good faith that containing such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Companyinformation, the disclosure of which at the time is not, in the good faith opinion determination of the Company, in the best interests of the Company, . (Bc) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its Separation Agreement and related agreements with the Company or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that such Shelf 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 The occurrence of the circumstances under which they were made, not misleading described in subsections (a) and (b) above shall constitute an “"Allowed Delay”); provided." In the event of an Allowed Delay, that the Company shall promptly (ai) notify the Investors Stockholder in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of Stockholder, shall the Investors) Company disclose to Stockholder any of the Investors any facts or circumstances regarding) material nonpublic non-public information giving rise to an Allowed Delay or subject the Investors to any duty of confidentialityDelay, and (bii) advise the Investors Stockholder in writing to cease all sales under such Shelf the Registration Statement until the end of the Allowed Delay and (c) use its best efforts to terminate an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities ActDelay.

Allowed Delay. For The Company shall notify Assignee of the happening of any event, of which the Company has knowledge, without adequate disclosure of which would render the prospectus included in any registration statement, as then in effect, to include an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use reasonable efforts promptly to prepare a supplement or amendment to any registration statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to Assignee as it may reasonably request; provided that, for not more than sixty (60) 30 consecutive days or more than two occasions, or for a total of not more than one-hundred and twenty (120) days in any twelve (12) month perioddays, the Company may delay the filing of a Shelf Registration Statement or suspend the use of any Prospectus (as defined below) included in any Shelf Registration Statement contemplated by this Section 6 in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic non-public information concerning the CompanyCompany (as well as prospectus or registration statement updating), the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the CompanyCompany (an “Allowed Delay”); provided, further, that the Company shall promptly (Bi) permit Southwest Gas Holdings notify Assignee in writing of the existence of (but in no event, without the prior written consent of Assignee, shall the Company disclose to complete a disposition transaction Assignee any of Common Stock the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay; (ii) advise Assignee in accordance writing to cease all sales under such registration statement until the end of the Allowed Delay; and (iii) undertake to prepare and file with the terms SEC at the end of its Separation Agreement and related agreements with any Allowed Delay (or earlier, if so determined by the Company Company), such amendments or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that supplements to any registration statement then in effect necessary to prevent such Shelf Registration Statement or Prospectus shall not include registration statement from containing an untrue statement of a material fact or omit an omission to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading. The Company understands, acknowledges and agrees that failure to prepare and file at the end of any Allowed Delay such amendments or supplements necessary to prevent any such registration statement as then in effect from containing an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, would result in a material breach of this Agreement. In such event, Assignee, upon delivery of written notice to the Company, may immediate terminate this Agreement and all of its duties and obligations hereunder including, but not limited to, the assumption of the Creditor Claims and the Confirmed Debt, and all such Creditor Claims and Confirmed Debt that remain unpaid, unresolved or unsatisfied as of the date of such termination shall automatically and without any further act of Assignee revert back to and become vested in the case Company, its successors in interest or permitted assigns, and Assignee shall have no further interest in, or liability for, any such Creditor Claims or Confirmed Debt. In addition, the Company understands, acknowledges and agrees that Assignee shall be granted an extension in the period of time it is required to satisfy the Creditor Claims, as described in Section 1(b), equal to the number of days constituting any Allowed Delay. On expiration of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (aagain be bound by the first sentence of this Section 2(c) notify the Investors in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of the Investors) disclose to the Investors any material nonpublic information giving rise to an Allowed Delay or subject the Investors to any duty of confidentiality, (b) advise the Investors in writing to cease all sales under such Shelf Registration Statement until the end of the Allowed Delay and (c) use its best efforts to terminate an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities Actinformation giving rise thereto.

Allowed Delay. For not The Company may delay the disclosure of material non-public information, and suspend the availability of the Registration Statement, for no more than sixty (60i) five (5) consecutive Business Days (each such five Business Day period to be separated by at least five Business Days from the next such period, and such period, together with any other days or more than two occasionson which the availability of the Registration Statement is suspended, or for a total of not more than one-hundred and to exceed twenty (12020) calendar days in the aggregate in any twelve (12) month period) or (ii) twenty (20) calendar days in any twelve (12) month period, the Company may delay the filing of a Shelf Registration Statement or suspend the use of any Prospectus (as defined below) included in any Shelf Registration Statement contemplated by this Section 6 in the event that of a proposed merger, reorganization or similar transaction involving the Company determines in good faith that such suspension is necessary to Company, as long as its board of directors (A) delay has determined, upon the disclosure advice of material nonpublic counsel, that such information concerning would be required to be disclosed in an offering registered under 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, Securities Act and (B) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its Separation Agreement and related agreements with the Company or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that such Shelf 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, reasonably deems it in the case of the Prospectus in light of the circumstances under which they were made, Company’s best interests not misleading to disclose such information publicly (an “Allowed Delay”); provided. In addition, that until the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an “Updating Amendment”), the Company may also suspend the availability of the Registration Statement until such Updating Amendment is declared effective and any such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within fifteen (15) Business Days following the event or circumstance requiring such amendment and the Company promptly responds to any comments made thereon by the staff of the Commission. The Company shall promptly (ai) notify the Investors each Holder in writing of the commencement existence of an Allowed Delay, but shall not (without the prior written consent of the Investors) disclose to the Investors any material nonpublic non-public information giving rise to an Allowed Delay or subject (but in no event, without the Investors prior written consent of such Holder, shall the Company disclose to such Holder any duty of confidentialitymaterial non-public information), (bii) advise the Investors each Holder in writing to cease all sales under such Shelf the Registration Statement until the end termination of the Allowed Delay and (ciii) use its best efforts to terminate notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities ActDelay.

Allowed Delay. For not The Company may delay the disclosure of material -------------- non-public information, and suspend the availability of the Registration Statement, for no more than sixty (60i) five (5) consecutive Business Days (each such five Business Day period to be separated by at least five Business Days from the next such period, and such period, together with any other days or more than two occasionson which the availability of the Registration Statement is suspended, or for a total of not more than one-hundred and to exceed twenty (12020) calendar days in the aggregate in any twelve (12) month period) or (ii) twenty (20) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company's best interests not to disclose such information publicly (an "Allowed Delay"). -------------- In addition, until the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an "Updating Amendment"), ------------------- the Company may delay also suspend the filing availability of a Shelf the Registration Statement or suspend the use of until such Updating Amendment is declared effective and any Prospectus such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (as defined below5) included in any Shelf Registration Statement contemplated by this Section 6 in Business Days following the event that or circumstance requiring such amendment and the Company determines in good faith that such suspension is necessary promptly responds to (A) delay any comments made thereon by the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion staff of the Company, in the best interests of the Company, (B) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its Separation Agreement and related agreements with the Company or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that such Shelf 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 (an “Allowed Delay”); provided, that the Commission. The Company shall promptly (ai) notify the Investors each Holder in writing of the commencement existence of an Allowed Delay, but shall not (without the prior written consent of the Investors) disclose to the Investors any material nonpublic non-public information giving rise to an Allowed Delay or subject (but in no event, without the Investors prior written consent of such Holder, shall the Company disclose to such Holder any duty of confidentialitymaterial non-public information), (bii) advise the Investors each Holder in writing to cease all sales under such Shelf the Registration Statement until the end termination of the Allowed Delay and (ciii) use its best efforts to terminate notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities ActDelay.

Allowed Delay. For not The Company may delay the disclosure of material non-public information, and suspend the availability of the Registration Statement, for no more than sixty (60i) five (5) consecutive Business Days (each such five Business Day period to be separated by at least five Business Days from the next such period, and such period, together with any other days or more than two occasionson which the availability of the Registration Statement is suspended, or for a total of not more than one-hundred and to exceed twenty (12020) calendar days in the aggregate in any twelve (12) month period) or (ii) twenty (20) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company's best interests not to disclose such information publicly (an "ALLOWED Delay"). In addition, until the Company becomes eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to the Registration Statement for the purpose of updating the Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an "UPDATING AMENDMENT"), the Company may delay also suspend the filing availability of a Shelf the Registration Statement or suspend the use of until such Updating Amendment is declared effective and any Prospectus such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within fifteen (as defined below15) included in any Shelf Registration Statement contemplated by this Section 6 in Business Days following the event that or circumstance requiring such amendment and the Company determines in good faith that such suspension is necessary promptly responds to (A) delay any comments made thereon by the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion staff of the Company, in the best interests of the Company, (B) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its Separation Agreement and related agreements with the Company or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that such Shelf 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 (an “Allowed Delay”); provided, that the Commission. The Company shall promptly (ai) notify the Investors each Holder in writing of the commencement existence of an Allowed Delay, but shall not (without the prior written consent of the Investors) disclose to the Investors any material nonpublic non-public information giving rise to an Allowed Delay or subject (but in no event, without the Investors prior written consent of such Holder, shall the Company disclose to such Holder any duty of confidentialitymaterial non-public information), (bii) advise the Investors each Holder in writing to cease all sales under such Shelf the Registration Statement until the end termination of the Allowed Delay and (ciii) use its best efforts to terminate notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities ActDelay.

Allowed Delay. For (a) Notwithstanding anything to the contrary herein, if the Company determines in good faith that the filing of a Registration Statement with respect to Registrable Securities pursuant to this Section 2: (i) may interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not more than a final decision has been made to undertake such transaction), or (ii) would require the disclosure of material information the disclosure of which at the time is not, in the good faith determination of the Company, in the best interests of the Company, or which the Company has a specific short-term need for preserving as confidential, the Company shall not be required to file a Registration Statement pursuant to this Section 2, or may withhold efforts to cause a Registration Statement to become effective, until the earlier of (x) the date upon which such material information is disclosed to the public (it being understood that nothing herein shall require such disclosure) or, in the good faith determination of the Company, ceases to be material and (y) sixty (60) days after the Company makes such good faith determination. (b) Notwithstanding anything to the contrary herein, for not more than thirty (30) consecutive days or more than two occasions, or for a total of not more than oneforty-hundred and twenty five (12045) days in any twelve (12) month period, the Company may delay the filing disclosure of a Shelf Registration Statement or suspend material non-public information concerning the Company, by suspending the use of any Prospectus (as defined below) included in any Shelf Registration Statement contemplated by this Section 6 in the event that the Company determines in good faith that containing such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Companyinformation, the disclosure of which at the time is not, in the good faith opinion determination of the Company, in the best interests of the Company, . (Bc) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its Separation Agreement and related agreements with the Company or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that such Shelf 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 The occurrence of the circumstances under which they were made, not misleading described in subsections (a) and (b) above shall constitute an “"Allowed Delay”); provided." In the event of an Allowed Delay, that the Company shall promptly (ai) notify the Investors Holder in writing of the commencement existence of an Allowed Delay(but in no event, but shall not (without the prior written consent of Holder, shall the Investors) Company disclose to Holder any of the Investors any facts or circumstances regarding) material nonpublic non-public information giving rise to an Allowed Delay or subject the Investors to any duty of confidentialityDelay, and (bii) advise the Investors Holder in writing to cease all sales under such Shelf the Registration Statement until the end of the Allowed Delay and (c) use its best efforts to terminate an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities ActDelay.

Allowed Delay. For not The Company may delay the disclosure of material -------------- non-public information, and suspend the availability of a Registration Statement, for no more than sixty (60i) five (5) consecutive days Business Days or more than two occasions, or for a total of not more than one-hundred and (ii) twenty (12020) calendar days in any twelve (12) month period, in the event of a proposed merger, reorganization or similar transaction involving the Company, as long as its board of directors (A) has determined, upon the advice of counsel, that such information would be required to be disclosed in an offering registered under the Securities Act and (B) reasonably deems it in the Company's best interests not to disclose such information publicly (an "Allowed Delay"). ------------- In addition, unless the Company is eligible to file a registration statement on Form S-3, each time the Company files a post-effective amendment to a Registration Statement for the purpose of updating such Registration Statement in connection with the public filing by the Company of any report or other document with the Commission (such post-effective amendment, an "Updating -------- Amendment"), the Company may delay the filing of a Shelf Registration Statement or also suspend the use availability of such Registration --------- Statement until such Updating Amendment is declared effective and any Prospectus such suspension shall also be deemed an Allowed Delay for all purposes under this Agreement as long as such Updating Amendment is filed within five (as defined below5) included in any Shelf Registration Statement contemplated by this Section 6 in Business Days following the event that or circumstance requiring such amendment and the Company determines in good faith that such suspension is necessary promptly responds to (A) delay any comments made thereon by the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion staff of the Company, in the best interests of the Company, (B) permit Southwest Gas Holdings to complete a disposition transaction of Common Stock in accordance with the terms of its Separation Agreement and related agreements with the Company or (C) amend or supplement the affected Shelf Registration Statement or the related Prospectus so that such Shelf 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 (an “Allowed Delay”); provided, that the Commission. The Company shall promptly (ai) notify the Investors each Holder in writing of the commencement existence of an Allowed Delay, but shall not (without the prior written consent of the Investors) disclose to the Investors any material nonpublic non-public information giving rise to an Allowed Delay (but in no event, without the prior written consent of such Holder, shall the Company disclose to such Holder any of the facts or subject the Investors to circumstances regarding any duty of confidentialitymaterial non-public information), (bii) advise the Investors each Holder in writing to cease all sales under such Shelf each available Registration Statement until the end termination of the Allowed Delay and (ciii) use its best efforts to terminate notify each Holder in writing immediately upon the termination or expiration of an Allowed Delay as promptly as practicable. “Prospectus” means (i) the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities ActDelay.