Common use of Restrictions on Demand Registration and Shelf Offerings Clause in Contracts

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of the holders of a majority of the Registrable Securities. The Company also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company Corporation shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company Corporation may, with the consent of the holders of Holders representing a majority of the Registrable Securities, postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the CompanyCorporation’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Corporation or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company Corporation has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company Corporation or the CompanyCorporation’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Corporation may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of Majority Holders. The Company Corporation also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable SecuritiesMajority Holders, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the requestrequest (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”Securities) by providing written notice to the holders Holders, to be in the form of Registrable Securities a certificate signed by the Company’s chief executive officer or chief financial officer stating that matters contained in such certificate reflect the good faith judgment of the board of directors of the Company, if the following conditions are met: (A) the Company’s board of directors Company determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in , or (z) such event, the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and transaction renders the Company shall pay all Registration Expenses unable to comply with SEC requirements, in connection with each case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such Demand Registration filings) to become effective or Shelf Offeringto promptly amend or supplement the registration statement on a post effective basis, as applicable. The Company may delay or suspend the effectiveness of a Demand Registration hereunder or Shelf Registration Statement pursuant to this Section 1(f)(i) only once in any twelve-month period. The twelve (12)-month period (for avoidance of doubt, in addition to the Company’s rights and obligations under Section 4(a)(vi)); provided that the Company may extend shall not register any securities for its own account or that of any other stockholder during such 90 day period other than pursuant to a registration relating to the Suspension Period for an additional consecutive 60 days with the consent sale of securities to employees of the holders of Company or a majority of the Registrable Securitiessubsidiary pursuant to a stock option, which consent shall not be unreasonably withheldstock purchase, or similar plan.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company Corporation shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included3. The Company may, with the consent of the holders of a majority of the Registrable Securities, Corporation may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders Holders of Registrable Securities or Shelf Registrable Securities, as applicable, if (A) the CompanyCorporation’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Corporation or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company Corporation has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company Corporation or the CompanyCorporation’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Corporation may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of each Controlling Holder. The Company Corporation also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldeach Controlling Holder.

Restrictions on Demand Registration and Shelf Offerings. (ia) The Company shall not be obligated to affect effect any Demand Registration within 90 days six months after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be includedRegistration. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend suspend, for a period of up to 60 days from the date of delivery of a Suspension Notice below (a “Suspension Period”), the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”Securities) by providing written notice to the holders Holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders Holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering Underwritten Takedown and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf OfferingUnderwritten Takedown (it being further understood that a withdrawn request for a Demand Registration or Underwritten Takedown shall not count as one of the permitted Demand Registrations). The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period of a Shelf Registration Statement for an additional consecutive 60 days with the consent of the holders Holders of a majority of the Registrable SecuritiesSecurities registered under the applicable Shelf Registration Statement, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company Corporation shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included3. The Company may, with the consent of the holders of a majority of the Registrable Securities, Corporation may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the CompanyCorporation’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Corporation or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company Corporation has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company Corporation or the CompanyCorporation’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Corporation may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of the Controlling Holders holding at least a majority of the Registrable Securities held by all Controlling Holders. The Company Corporation also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of Controlling Holders holding at least a majority of the Registrable SecuritiesSecurities held by all Controlling Holders, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company Corporation shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included3. The Company may, with the consent of the holders of a majority of the Registrable Securities, Corporation may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders Holders of Registrable Securities or Shelf Registrable Securities, as applicable, if (A) the CompanyCorporation’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Corporation or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company Corporation has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company Corporation or the CompanyCorporation’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Corporation may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of each Original Equity Owner. The Company Corporation also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldeach Original Equity Owner.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 or Shelf Offering and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 90 days from the date of the Suspension Notice (and as defined belowherein) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Company, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Demand Registration or Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company Corporation shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, Corporation may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the CompanyCorporation’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Corporation or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company Corporation has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company Corporation or the CompanyCorporation’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Corporation may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of the applicable Controlling Holder. The Company Corporation also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securitiesapplicable Controlling Holder, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company Partnership may, with the consent of the holders of a majority of the Registrable Securities, postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors of the Partnership’s general partner determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Partnership or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Partnership, (B) upon advice of consultation with counsel, the sale of Registrable Securities pursuant to under the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company Partnership has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company Partnership or the CompanyPartnership’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Partnership shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Partnership may delay a Demand Registration hereunder only once in any twelve-month period. The Company Partnership may extend the Suspension Period for an additional consecutive 60 days any period of time with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company Corporation shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included3. The Company may, with the consent of the holders of a majority of the Registrable Securities, Corporation may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the CompanyCorporation’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Corporation or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company Corporation has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company Corporation or the CompanyCorporation’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Corporation may delay a Demand Registration hereunder only once twice in any twelve-month period, except with the consent of each Controlling Holder. The Company Corporation also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldeach Controlling Holder.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect more than four (4) Demand Registrations in any calendar year, nor shall the Company be obligated to effect a Demand Registration within 90 thirty (30) days after the effective date of a previous Demand Registration or a previous registration statement in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 sixty (60) days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 sixty (60) days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and or any Subsidiary, or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month twelve (12)-month period. The Company may extend the Suspension Period for an additional consecutive 60 days , except with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldapplicable Controlling Holder.

Restrictions on Demand Registration and Shelf Offerings. (i) The Notwithstanding the foregoing, the Company shall not be obligated to affect effect any Demand Registration within 90 45 days after the effective date consummation of a previous another Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in Registration. Further notwithstanding the number of Registrable Securities requested to be included. The foregoing, the Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the filing of a Shelf Registration Statement or the use of a prospectus that is part of a Shelf Registration Statement for up to 60 90 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and or any Subsidiary, or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 days , except with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldapplicable Holder.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included3. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 90 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders Holders of Registrable Securities or Shelf Registrable Securities, as applicable, if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of each of the Lead Investor and, for so long as the Blackstone Investor holds at least 50% of the Registrable Securities owned by the Blackstone Investor as of the date hereof, the Blackstone Investor. The Company also may extend the Suspension Period for an additional consecutive 60 days with the consent of each of the holders of a majority Lead Investor and the Blackstone Investor (for so long as the Blackstone Investor holds at least 50% of the Registrable Securities, which consent shall not be unreasonably withheldSecurities owned by the Blackstone Investor as of the date hereof).

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included3. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 90 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders Holders of Registrable Securities or Shelf Registrable Securities, as applicable, if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of the Lead Investor. The Company also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldLead Investor.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included3. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, (a) the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and Underwritten Takedown, (b) the Company shall pay all Registration Expenses in connection with any such Demand request for a Short-Form Registration, Long-Form Registration or Underwritten Takedown registered, and (c) any Long-Form Registration or Shelf Offering that is so withdrawn shall not count as a Long-Form Registration or Shelf Offering, as applicable, for purposes of the limits imposed by Sections 2(b) or 2(d) hereof. The Company may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld. The Company also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the requestrequest (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”Securities) by providing written notice to the holders Holders, to be in the form of Registrable Securities a certificate signed by the Company’s chief executive officer stating that matters contained in such certificate reflect the good faith judgment of the board of directors of the Company, if the following conditions are met: (A) the Company’s board of directors Company determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in , or (z) such event, the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and transaction renders the Company shall pay all Registration Expenses unable to comply with SEC requirements, in connection with each case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such Demand Registration filings) to become effective or Shelf Offeringto promptly amend or supplement the registration statement on a post effective basis, as applicable. The Company may delay or suspend the effectiveness of a Demand Registration hereunder or Shelf Registration Statement pursuant to this Section 1(f)(i) only once in any twelve-month period. The twelve (12)-month period (for avoidance of doubt, in addition to the Company’s rights and obligations under Section 4(a)(vi)); provided that the Company may extend shall not register any securities for its own account or that of any other stockholder during such 90 day period other than pursuant to a registration relating to the Suspension Period for an additional consecutive 60 days with the consent sale of securities to employees of the holders of Company or a majority of the Registrable Securitiessubsidiary pursuant to a stock option, which consent shall not be unreasonably withheldstock purchase, or similar plan.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company Corporation shall not be obligated to affect effect or participate in any Demand Registration or Underwritten Takedown within 90 30 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be includedUnderwritten Takedown. The Company mayCorporation shall not be obligated to effect or participate in any Demand Registration, with the consent of the holders of Underwritten Takedown or Shelf Offering during a majority of the Registrable Securities, Management Blackout Window. The Corporation may on one or more occasions postpone, for up to 60 180 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 180 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders Holders of Registrable Securities or Shelf Registrable Securities, as applicable, if (A) the CompanyCorporation’s executive committee, or in the case the executive committee does not exist, the board of directors directors, determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction involving the Company and Corporation or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and or (C) (x) could not be effected by the Company has a bona fide business purpose for preserving Corporation in compliance with the confidentiality of such transaction or (y) disclosure would have a material adverse effect on applicable financial statement requirements under the Company or the Company’s ability to consummate such transactionSecurities Act; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect more than 5 Demand Registrations in any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be includedcalendar year. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and or any Subsidiary, or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 days , except with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldapplicable Controlling Holder.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company Corporation shall not be obligated to affect effect or participate in any Demand Registration or Underwritten Takedown within 90 30 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be includedUnderwritten Takedown. The Company mayCorporation shall not be obligated to effect or participate in any Demand Registration, with the consent of the holders of Underwritten Takedown or Shelf Offering during a majority of the Registrable Securities, Management Blackout Window. The Corporation may on one or more occasions postpone, for up to 60 180 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 180 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders Holders of Registrable Securities or Shelf Registrable Securities, as applicable, if (A) the CompanyCorporation’s executive committee, or in the case the executive committee does not exist, the board of directors directors, determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction involving the Company and Corporation or any Subsidiary, (B) upon advice of counsel, the offer or sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and or (C) (x) the Company has a bona fide business purpose for preserving offer or sale of Registrable Securities could not be effected by the confidentiality of such transaction or (y) disclosure would have a material adverse effect on Corporation in compliance with the Company or applicable financial statement requirements under the Company’s ability to consummate such transactionSecurities Act; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) i)The Company shall not be obligated to effect more than three Long-Form Registrations for all Holders in the aggregate in any twelve-month period and the Company shall not be obligated to effect more than two Demand Registrations for all Holders in the aggregate in the first full twelve calendar months following the Pricing Date. The Company shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration, and the Company shall not be obligated to effect any Shelf Offering within 45 days after the effective date of a previous Shelf Offering. The Company may defer taking action with respect to a Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, postpone, Shelf Offering Request for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities such request (such period, the “Suspension Period”) by providing written notice furnishing to Holders a certificate signed by the holders Company’s chief executive officer or chief financial officer stating that in the good faith judgment of Registrable Securities if (A) the Company’s board of directors determines in it would be materially detrimental to the Company and its reasonable good faith judgment that stockholders to effectuate such Demand Registration or Shelf Offering Request because: (A) the registration, offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other similar transaction involving the Company and or any Subsidiary, or (B) (x) upon advice of outside counsel, the registration, offer or sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) (xy) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or material information and (yz) disclosure would of such MNPI could reasonably be expected to have a material adverse effect on the Company or or, if the MNPI relates to a material transaction, the Company’s ability to consummate such transactionmaterial transaction (provided, however, that the Company shall not be permitted to defer taking action under this Section 2(e)(i) solely on the basis of MNPI relating to a potential primary share offering); provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may defer taking action with respect to, delay or suspend a Demand Registration hereunder only once or Shelf Offering under this Section 2(e)(i) not more than twice in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 , with a maximum aggregate length of all deferrals and delays not to exceed 90 days in any twelve-month period, except with the consent of all applicable Holders, and the holders Company shall not register any securities for its own account or that of any other shareholder during the Suspension Period, other than pursuant to a majority registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, equity incentive or similar plan pursuant to a Form S-8 or a registration on any form that does not include substantially the same information as would ​ be required to be included in a registration statement covering the sale of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and or any Subsidiary, or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month twelvemonth period. The Company may extend the Suspension Period for an additional consecutive 60 days , except with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldapplicable Controlling Holder.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company Partnership may, with the consent of the holders of a majority of the Registrable Securities, postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors of the Partnership’s general partner determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Partnership or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company Partnership and (B) upon advice of consultation with counsel, the sale of Registrable Securities pursuant to under the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company Partnership has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company Partnership or the CompanyPartnership’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Partnership shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Partnership may delay a Demand Registration hereunder only once in any twelve-month period. The Company Partnership may extend the Suspension Period for an additional consecutive 60 days any period of time with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 60 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined belowherein) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Company, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Demand Registration or Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the requestrequest (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”Securities) by providing written notice to the holders Holders, to be in the form of Registrable Securities a certificate signed by the Company's chief executive officer or chief financial officer stating that matters contained in such certificate reflect the good faith judgment of the board of directors of the Company, if the following conditions are met: (A) the Company’s board of directors Company determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in , or (z) such event, the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and transaction renders the Company shall pay all Registration Expenses unable to comply with SEC requirements, in connection with each case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such Demand Registration filings) to become effective or Shelf Offeringto promptly amend or supplement the registration statement on a post effective basis, as applicable. The Company may delay or suspend the effectiveness of a Demand Registration hereunder or Shelf Registration Statement pursuant to this Section 1(f)(i) only once in any twelve-month period. The twelve (12)-month period (for avoidance of doubt, in addition to the Company’s rights and obligations under Section 4(a)(vi)); provided that the Company may extend shall not register any securities for its own account or that of any other stockholder during such 90 day period other than pursuant to a registration relating to the Suspension Period for an additional consecutive 60 days with the consent sale of securities to employees of the holders of Company or a majority of the Registrable Securitiessubsidiary pursuant to a stock option, which consent shall not be unreasonably withheldstock purchase, or similar plan.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration or underwritten Shelf Offering hereunder only once in any twelve-month period, except with the consent of the applicable Holder(s). The Company also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldapplicable Holder.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Long-Form Registration within during the period that is 60 days before the Company’s reasonable and good faith estimate of the date of filing of, and ending on a date that is 90 days after the effective date of of, a previous Demand Company-initiated registration with respect to which Holders were entitled to a Piggyback Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in 3(a) of this Agreement, or if the number initiating Holders propose to dispose of Registrable Securities requested Shares that may immediately be registered pursuant to be includeda Short-Form Registration. The Company may, with shall not be obligated to effect any Short-Form Registration during the consent period that is 30 days before the Company’s reasonable and good faith estimate of the holders date of filing of, and ending on a majority date that is 90 days after the effective date of, a previous Company-initiated registration with respect to which Holders were entitled to a Piggyback Registration pursuant to Section 3(a) of the Registrable Securities, this Agreement. The Company may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing a written notice certificate from the Company’s Chief Executive Officer to the holders Holders of Registrable Securities if (A) or Shelf Registrable Securities, as applicable, stating that the Company’s board of directors determines determined, in its reasonable good faith judgment (following consultation with its external advisors and legal counsel competent on such matters), that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by be materially detrimental to the Company or any Subsidiary to engage in any material acquisition of assets or stock and its shareholders because such action would (other than in the ordinary course of businessA)(i) or any material mergermaterially interfere with a significant acquisition, consolidation, tender offer, recapitalization, corporate reorganization or other similar significant transaction involving of the Company Company; and (Bii) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) that the Company has a bona fide business purpose for preserving the confidentiality of such transaction as confidential or (yB) disclosure would have a material adverse effect on render the Company unable to comply with requirements under the Securities Act or the Company’s ability to consummate such transactionExchange Act; provided that the Suspension Period shall continue to apply only during the time in which, and only to the extent that, the matters described in the foregoing subsection (A) or (B) remain correct and accurate; provided further that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and, if such request is withdrawn, such Demand Registration shall not count as a Demand Registration, and the Company shall pay all Registration Expenses in connection with such Demand Registration, regardless of whether any related registration statement is filed or such Demand Registration or Shelf Offeringis effected. The Company may delay a Demand Registration hereunder not register any securities for its own account or on behalf of any other Person during such Suspension Period. The Company shall be entitled to impose only once two Suspension Periods in any twelve-month period, and the maximum aggregate length of any Suspension Period(s) in any twelve-month period shall not exceed a total of 60 days, except with the consent of the Holders. The Company also may extend the Suspension Period for an additional consecutive 60 days only with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldeach Holder.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, Corporation may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days (but not more than one hundred and twenty (120) days during any three hundred and sixty-five (365) day period) from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders Holders of Registrable Securities or Shelf Registrable Securities, as applicable, if (A) the CompanyCorporation’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Corporation or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Corporation or any Subsidiary, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company Corporation has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company Corporation or the CompanyCorporation’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Corporation shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Corporation may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of each Controlling Holder. The Company Corporation also may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldeach Controlling Holder.

Restrictions on Demand Registration and Shelf Offerings. (i) i. The Company shall not be obligated required to affect file any Demand Registration within 90 days after or prepare any Shelf Offering more than two (2) times in any twelve (12)-month period during the effective date first three (3) years of a previous this Agreement and more than one (1) time in any twelve-month period thereafter; provided, that, an uncompleted Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in Shelf Offering shall count when determining the number of Registrable Securities requested Demand Registrations or Shelf Offerings permitted in a twelve (12)-month period unless (x) such termination of a Demand Registration or Shelf Offering was primarily caused by the Company’s breach of its obligations hereunder, (y) was not in light of any material adverse information concerning the Company that the Company had not publicly disclosed prior to be includedsuch Demand Request or Shelf Offering Notice or that the Company had not otherwise communicated to the Heritage Group or its Affiliates prior to the time of such Demand Request or Shelf Offering Notice, as applicable or (z) the Heritage Group delivers written notice to the Company terminating such request for a Demand Registration or Shelf Offering within fourteen (14) days of providing such Demand Request or Shelf Offering Notice to the Company. The In addition, the Company maymay postpone, for up to 90 days (or with the consent of the holders of Heritage Group, a majority of the Registrable Securities, postpone, for up to 60 days longer period) from the date of the requestrequest (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”Securities) by providing written notice to the holders Heritage Group if either of Registrable Securities if the following conditions are met: (A) the Company’s board of directors Company determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on materially interfere with any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction involving the Company and or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and either (C) (xy) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or such confidential information, or (yz) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided , in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable. The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Registration Statement pursuant to this Section 1(d)(i) only two (2) times in such eventany twelve (12)-month period (for avoidance of doubt, in addition to the Company’s rights and obligations under Section 4(a)(vi)) unless additional delays or suspensions are approved by the Heritage Group. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the holders Heritage Group, on behalf of Registrable Securities the demanding Stockholder(s) shall be entitled to withdraw such request for a Demand Registration Request or underwritten Shelf Offering and Notice, and, if such request is withdrawn, such request or notice shall not count for the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent purposes of the holders limitations on offerings in a twelve (12)-month period set forth in the first sentence of a majority of the Registrable Securities, which consent shall not be unreasonably withheldthis Section 1(d)(i).

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the requestrequest (the “Suspension Period”), the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”Securities) by providing written notice to the holders Stockholders, to be in the form of Registrable Securities a certificate signed by the Company’s principal executive officer or principal financial officer stating that matters contained in such certificate reflect the good faith judgment of the board of directors of the Company, if the following conditions are met: (A) the Company’s board of directors Company determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction involving the Company and or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public material information not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or material information, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in , or (z) such event, the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and transaction renders the Company shall pay all Registration Expenses unable to comply with SEC requirements, in connection with each case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such Demand Registration filings) to become effective or Shelf Offeringto promptly amend or supplement the registration statement on a post effective basis, as applicable. The Company may delay or suspend the effectiveness of a Demand Registration hereunder or Shelf Registration Statement pursuant to this Section 1(f)(i) only once in any twelve-month period. The twelve (12)-month period (for avoidance of doubt, in addition to the Company’s rights and obligations under Section 4(a)(vi)); provided that the Company may extend shall not register any securities for its own account or that of any other stockholder during such 90 day period other than pursuant to a registration relating to the Suspension Period for an additional consecutive 60 days with the consent sale of securities to employees of the holders of Company or a majority of the Registrable Securitiessubsidiary pursuant to a stock option, which consent shall not be unreasonably withheldstock purchase, or similar plan.

Restrictions on Demand Registration and Shelf Offerings. (i) The Notwithstanding the foregoing, the Company shall not be obligated to affect effect any Demand Registration within 90 45 days after the effective date consummation of a previous another Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in Registration. Further notwithstanding the number of Registrable Securities requested to be included. The foregoing, the Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the filing of a Shelf Registration Statement or the use of a prospectus that is part of a Shelf Registration Statement for up to 60 90 days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and or any Subsidiary, or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 days , except with the consent of the holders applicable Holder. In the case of an event that causes the Company to suspend the filing or use of a majority Shelf Registration Statement as set forth in paragraph (d)(i) above or pursuant to applicable subsections of Section 5(a)(vi) (a “Suspension Event”), the Company shall give a notice to the Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable SecuritiesSecurities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. If the basis of such suspension is nondisclosure of MNPI, which consent the Company shall not be unreasonably withheldrequired to disclose the subject matter of such MNPI to Holders. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders promptly following the conclusion of any Suspension Event. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 2(d), the Company agrees that it shall provide copies of any supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect (I) any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be includedincluded or (II) an underwritten offering pursuant to Section 2(d)(ii) within 30 days after the effective date of a previous underwritten offering pursuant to section 2(d)(ii). The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”Securities) by providing written notice to the holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Company, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the registration statement, Shelf Registration Statement on a post effective basis, as applicable; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request, and if such request for a is withdrawn, such Demand Registration or underwritten Shelf Offering shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offeringregistration. The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 60 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and as defined belowherein) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and Company, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Demand Registration or Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (ia) The Company shall not be obligated to affect effect any Demand Registration within 90 days six months after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be includedRegistration. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend suspend, for a period of up to 90 days from the date of delivery of a Suspension Notice below (a “Suspension Period”), the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”Securities) by providing written notice to the holders Holders of Registrable Securities if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders Holders of Registrable Securities shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering Underwritten Takedown and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf OfferingUnderwritten Takedown (it being further understood that a withdrawn request for a Demand Registration or Underwritten Takedown shall not count as one of the permitted Demand Registrations). The Company may delay a Demand Registration hereunder only once in any twelve-month period. The Company may extend the Suspension Period of a Shelf Registration Statement for an additional consecutive 60 days with the consent of the holders Holders of a majority of the Registrable SecuritiesSecurities registered under the applicable Shelf Registration Statement, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 45 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, postpone, for up to 60 45 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 45 days from the date of the Suspension Notice (and as defined belowherein) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition or disposition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction or event involving the Company and Company, (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Demand Registration or Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect any Demand Registration within 90 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company Partnership may, with the consent of the holders of a majority of the Registrable Securities, postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “"Suspension Period”") by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors of the Partnership determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company Partnership or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company Partnership and (B) upon advice of consultation with counsel, the sale of Registrable Securities pursuant to under the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company Partnership has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company Partnership or the Company’s Partnership's ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company Partnership shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company Partnership may delay a Demand Registration hereunder only once in any twelve-twelve­ month period. The Company Partnership may extend the Suspension Period for an additional consecutive 60 days any period of time with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect more than two (2) Demand Registrations in any calendar year, nor shall the Company be obligated to effect a Demand Registration within 90 ninety (90) days after the effective date of a previous Demand Registration or a previous registration statement in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 sixty (60) days from the date of the any request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 sixty (60) days from the date of the Suspension Notice (and as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities Holders if (A) the Company’s board of directors Company determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company and or any Subsidiary, or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay a Demand Registration hereunder only once in any twelve-month twelve (12)-month period. The Company may extend the Suspension Period for an additional consecutive 60 days , except with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheldapplicable Holders.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 180 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included3. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 90 days from the date of the Suspension Notice (and as defined belowherein) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities if (A) the Company’s board of directors determines (the “Board”) and a majority of the Sponsor Investors reasonably determine in its reasonable their good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition or disposition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction or event involving the Company and (B) upon advice of counsel, or would require the sale of Registrable Securities pursuant Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, Company and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transactionits Subsidiaries; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration or underwritten Shelf Offering shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Demand Registration or Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect more than three Long-Form Registrations for all Holders in the aggregate in any twelve-month period and the Company shall not be obligated to effect more than two Demand Registrations for all Holders in the aggregate in the first full twelve calendar months following the Pricing Date. The Company shall not be obligated to effect any Demand Registration within 90 days after the effective date of a previous Demand Registration, and the Company shall not be obligated to effect any Shelf Offering within 45 days after the effective date of a previous Shelf Offering. The Company may defer taking action with respect to a Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may, with the consent of the holders of a majority of the Registrable Securities, postpone, Shelf Offering Request for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities such request (such period, the “Suspension Period”) by providing written notice furnishing to Holders a certificate signed by the holders Company’s chief executive officer or chief financial officer stating that in the good faith judgment of Registrable Securities if (A) the Company’s board of directors determines in it would be materially detrimental to the Company and its reasonable good faith judgment that stockholders to effectuate such Demand Registration or Shelf Offering Request because: (A) the registration, offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other similar transaction involving the Company and or any Subsidiary, or (B) (x) upon advice of outside counsel, the registration, offer or sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information MNPI not otherwise required to be disclosed under applicable law, and (C) (xy) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or material information and (yz) disclosure would of such MNPI could reasonably be expected to have a material adverse effect on the Company or or, if the MNPI relates to a material transaction, the Company’s ability to consummate such transactionmaterial transaction (provided, however, that the Company shall not be permitted to defer taking action under this Section 2(e)(i) solely on the basis of MNPI relating to a potential primary share offering); provided that in such event, the holders of Registrable Securities Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may defer taking action with respect to, delay or suspend a Demand Registration hereunder only once or Shelf Offering under this Section 2(e)(i) not more than twice in any twelve-month period. The Company may extend the Suspension Period for an additional consecutive 60 , with a maximum aggregate length of all deferrals and delays not to exceed 90 days in any twelve-month period, except with the consent of all applicable Holders, and the holders Company shall not register any securities for its own account or that of any other shareholder during the Suspension Period, other than pursuant to a majority registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, equity incentive or similar plan pursuant to a Form S-8 or a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, which consent shall not be unreasonably withheld.

Restrictions on Demand Registration and Shelf Offerings. (i) The Company shall not be obligated to affect effect any Demand Registration within 90 180 days after the effective date of a previous Demand Registration or a previous registration in which Registrable Securities were included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included3. The Company may, with the consent of the holders of a majority of the Registrable Securities, may postpone, for up to 60 90 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 90 days from the date of the Suspension Notice (and as defined belowherein) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the holders of Registrable Securities if (A) the Company’s board of directors determines (the “Board”) and a majority of the Vista Holders reasonably determine in its reasonable their good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition or disposition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization reorganization, financing or other transaction or event involving the Company and (B) upon advice of counsel, or would require the sale of Registrable Securities pursuant Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, Company and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transactionits Subsidiaries; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration or underwritten Shelf Offering shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Company may delay or suspend the effectiveness of a Demand Registration or Shelf Offering hereunder only once in any twelve-month period; provided that, for the avoidance of doubt, the Company may in any event delay or suspend the effectiveness of a Demand Registration or Shelf Offering in the case of an event described under Section 5(a)(vi) to enable it to comply with its obligations set forth in Section 5(a)(vi). In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities, which consent shall not be unreasonably withheld.