Common use of Suspension of Registration Clause in Contracts

Suspension of Registration. If the continued use of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension more than (i) more than twice during any 12-month twelve (12)-month period; or , (ii) for a period exceeding 60 sixty (60) days on any one occasionoccasion or (iii) for an aggregate of more than ninety (90) days in any twelve (12)-month period. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 thirty (30) days on any one occasionoccasion or for more than ninety (90) days in the aggregate during any twelve (12)-month period. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt at least 10 calendar days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; , or (ii) for a period exceeding 60 sixty (60) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus and any issuer free writing prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectusprospectus and any issuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Holders such numbers of copies of the Prospectus prospectus and any issuer free writing prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersInvestors, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)-month period for a period exceeding 60 days on any one occasionnot to exceed sixty (60) days. In the case of a Shelf Suspension, the Holders Investors agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders Investors in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Investors such numbers of copies of the Prospectus as so amended or supplemented as the Holders Investors may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Investors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; , or (ii) for a period exceeding 60 days on any one occasiondays. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, and upon such termination, promptly amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension or Demand Suspension (i) more than twice once during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 sixty (60) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Sponsor.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one (1) time during any 12-month period; twelve (12)-month period or (ii) for a total period exceeding 60 days on any one occasionof greater than sixty (60) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders holding a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; twelve (12)-month period or (ii) for a period exceeding 60 days on any one occasionsixty (60) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension or Demand Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Sponsors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersInvestors participating in such Shelf Registration Statement, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that without the written consent of each Investor that has Registrable Securities registered under such Shelf Registration Statement the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)-month period for a period exceeding 60 days on any one occasionnot to exceed sixty (60) days. In the case of a Shelf Suspension, the Holders Investors agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders Investors in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Investors such numbers of copies of the Prospectus as so amended or supplemented as the Holders Investors may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Investors that are including Registrable Securities in such Demand Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersPurchaser, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)-month period for a period exceeding 60 days on any one occasionnot to exceed sixty (60) days. In the case of a Shelf Suspension, the Holders agree Purchaser agrees to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders Purchaser in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Purchaser such numbers of copies of the Prospectus as so amended or supplemented as the Holders Purchaser may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any HolderPurchaser.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt at least 10 days’ prior written notice of such action to the Holdersholders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; , or (ii) for a period exceeding 60 30 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of the Registrable Securities then outstanding.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)-month period for a period exceeding 60 days on any one occasionnot to exceed sixty (60) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersStockholders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided) for up to sixty (60) days for each suspension, however, that the Company shall with not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or two (ii2) for a period exceeding 60 days on suspensions in any one occasionhundred and eighty (180) day period. In the case of a Shelf Suspension, the Holders Stockholders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing Stockholders upon the termination of any Shelf Suspension, Suspension and amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Stockholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Stockholders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Sponsors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)-month period for a period exceeding 60 days on any one occasionnot to exceed sixty (60) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend amendment or supplement to the Prospectusprospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company Issuer to make an Adverse Disclosure, the Company Issuer may, upon giving prompt at least ten (10) days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Issuer shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Issuer shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the ProspectusProspectus or any Issuer Free Writing Prospectuses, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the Holders may reasonably request. The Company Issuer shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company Issuer for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of the Registrable Securities then outstanding.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension or Demand Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 sixty (60) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf SuspensionSuspension and shall, subject to clause (ii) above in this paragraph, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Demand Rights Holders.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company Issuer to make an Adverse Disclosure, the Company Issuer may, upon giving prompt at least ten (10) days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Issuer shall not be permitted to exercise a Shelf Suspension or Demand Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Issuer shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the Holders may reasonably request. The Company Issuer shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company Issuer for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Investors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; period , or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

Suspension of Registration. If the continued use of the Shelf a Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Resale Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Resale Suspension (i) more than twice during any 12-month twelve (12)-month period; or (ii) , in each case for a period exceeding 60 days on any one occasionnot to exceed sixty (60) days. In the case of a Shelf Resale Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Resale Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one (1) time during any 12-month period; twelve (12)-month period or (ii) for a total period exceeding 60 of greater than thirty (30) days on any one occasionwithout the consent of the Silver Lake Post-Closing Shareholder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders holding a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); ) provided, however, that the Company shall not be permitted to exercise a Shelf Demand Suspension (i) more than twice once during any 12365-month period; or (ii) day period for a period exceeding not to exceed 60 days on any one occasiondays. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above, provided that any such suspension may not exceed 60 days during any 365-day period. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request, which the Company shall do upon the expiration of the 60-day period referenced above. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension or Demand Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) calendar days on any one occasion. Any such determination shall be evidenced by a resolution of the Board of Directors of the Company and delivered at such time to each of the Sponsors. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Sponsors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)-month period for a period exceeding 60 days on any one occasionnot to exceed sixty (60) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt at least ten days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Sponsors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt at least ten (10) days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any an Holder.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; , or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, and upon such termination, promptly amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallNotwithstanding the provisions of this Section 3.2.4, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for may not postpone the filing or effectiveness of, or suspend use of, a Shelf Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or by ceases to be material. During a Shelf Suspension, the instructions applicable to such Company shall be prohibited from filing a registration form statement for its own account or by for the Securities Act account of any other Holder or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderholder of its securities.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the ProspectusProspectus or any Issuer Free Writing Prospectuses, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of the Registrable Securities then outstanding.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company PubCo to make an Adverse Disclosure, the Company PubCo may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company PubCo shall not be permitted to exercise a Shelf Suspension (i) more than twice one (1) time during any 12-month period; twelve (12)-month period or (ii) for a total period exceeding 60 days on any one occasionof greater than sixty (60) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company PubCo shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company PubCo shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company PubCo for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders holding a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company Company, in its good faith judgment, to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. Any such determination shall be evidenced by a resolution of the Board of Directors of the Company and delivered at such time to the TPG Investor. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe TPG Investors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension more than (ia) more than twice during any 12-month period; or , (iib) for a period exceeding 60 days on any one occasionoccasion or (c) for an aggregate of more than 90 days in any 12-month period. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; , or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf SuspensionSuspension and, upon such termination, promptly amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallNotwithstanding the provisions of this Section 3.2.4, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for may not postpone the filing or effectiveness of, or suspend use of, a Shelf Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or by otherwise ceases to be Adverse Disclosure. During a Shelf Suspension, the instructions applicable to such Company shall be prohibited from filing a registration form statement for its own account or by for the Securities Act account of any other Holder or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderholder of its securities.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Sponsor Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one (1) time during any 12-month period; twelve (12)-month period or (ii) for a total period exceeding 60 days on any one occasionof greater than sixty (60) days. In the case of a Shelf Suspension, the Sponsor Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Sponsor Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Sponsor Holders such numbers of copies of the Prospectus as so amended or supplemented as the Sponsor Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Sponsor Holders holding a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If Notwithstanding the provisions of Section 2.1, if at any time the filing, initial effectiveness or continued use of the Shelf TZE Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company acting through the Independent Directors, may, upon giving prompt written notice of thereof to each Holder, delay the filing or initial effectiveness of, or suspend the use of, such action to the Holders, suspend use of the Shelf Registration Statement registration statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during for a period exceeding an aggregate of 90 days in any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree each Holder agrees to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, Securities promptly upon receipt of the notice referred to above. The Company shall immediately notify the Holders above until it is advised in writing upon by the Company that the Prospectus may be used. Upon termination of any Shelf Suspension, the Company shall promptly (A) notify each Holder, (B) amend or supplement the Prospectus, if necessary, so that it does not contain any untrue statement of a material fact contained or incorporated by reference therein or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) furnish to the Holders each Holder such numbers number of copies of the Prospectus as so amended or supplemented as the Holders such Holder may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersInvestors, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)-month period for a period exceeding 60 days on any one occasionnot to exceed ninety (90) consecutive days. In the case of a Shelf Suspension, the Holders Investors agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders Investors in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Investors such numbers of copies of the Prospectus as so amended or supplemented as the Holders Investors may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Investors of a majority of the Registrable Securities then outstanding.

Suspension of Registration. If the continued use of the such Shelf Registration Registrat io n Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one (1) time during any 12-month period; twelve (12)-month period or (ii) for a total period exceeding 60 days on any one occasionof greater than sixty (60) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any HolderMajor Holder or other Holders holding a majority of the Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension more than (i) more than twice during any 12-month period; or , (ii) for a period exceeding 60 days on any one occasionoccasion or (iii) for an aggregate of more than 90 days in any 12-month period. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)-month period for a period exceeding 60 days on any one occasionnot to exceed sixty (60) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectusprospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder o or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holdersholders, suspend use of the Shelf Registration Statement (a “"Shelf Suspension”"); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice three times during any 12-18 month period; period or (ii) for a period exceeding 60 40 days on any one occasion. In the case of a Shelf Suspension, the Holders holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company Parties for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the holders of a majority of any HolderClass of the Registrable Securities then outstanding. Each Company Party represents that, as of the date hereof, it has no knowledge of any circumstance that would reasonably be expected to cause it to exercise its rights under this Section 2.1(c).

Suspension of Registration. If Notwithstanding the foregoing, if in the good faith judgment of the Board of Directors of Guild it would be materially detrimental to Guild and its stockholders for any Registration Statement to be filed or continued to be used or for any Registration Statement or Prospectus to be amended or supplemented because such filing, continued use, amendment or supplement would (a) require disclosure of material nonpublic information, the disclosure of which would be reasonably likely to materially and adversely affect Guild and its subsidiaries, taken as a whole, or (b) materially interfere with any existing or prospective business transaction or negotiation involving Guild, Guild shall have the right to suspend the use of the Shelf applicable Registration Statement at any time would require or delay delivery or filing, but not the Company to make an Adverse Disclosurepreparation, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf applicable Registration Statement (or Prospectus or any document incorporated therein by reference, in each case for a “Shelf Suspension”)reasonable period of time; provided, however, that the Company Guild shall not be permitted able to exercise a Shelf Suspension (i) such suspension right more than twice during in each twelve (12)-month period or for an aggregate of more than one hundred twenty (120) days in any 12-month twelve (12)-month period; or (ii) for a period exceeding 60 days on . Guild agrees to notify each Holder promptly upon each of the commencement and termination of each such suspension. Each Holder agrees that, upon any one occasion. In the case such notice from Guild, it will discontinue any disposition of Registrable Securities pursuant to a Shelf Suspension, Registration until receipt of Guild’s notice as to the termination of any such suspension. Each of the Holders agree to suspend use keep the notice of any such suspension confidential and shall not disclose such notice or reasons to any Person other than such Holder’s legal counsel or as required by law. In the event that the ability of the applicable Prospectus in connection with any sale or purchase of, or offer Holders to sell or purchaseshall be suspended for any reason, Registrable Securities, upon receipt the period of such suspension shall not count towards compliance with the notice ninety (90)-day period referred to above. The Company shall immediately notify the Holders in writing upon the termination clause (i) of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any HolderSection 2.1.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosuredisclose a Material Disclosure Event, the Company may, upon giving prompt at least ten (10) days’ prior written notice of such action to the HoldersInvestor, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a total period exceeding 60 ninety (90) days on in any one occasion365-day period. In the case of a Shelf Suspension, the Holders agree Investor agrees to suspend use of the applicable Prospectus prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately promptly notify the Holders in writing Investor upon the termination of any Shelf Suspension, amend or supplement the Prospectus, prospectus if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Investor such numbers of copies of the Prospectus prospectus as so amended or supplemented as the Holders Investor may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Investor.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company Company, in its sole judgment, to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice two (2) times during any 12-month consecutive twelve (12)-month period; , or (ii) for a period exceeding 60 ninety (90) days on any one occasion; provided, however, that for the period commencing on the Closing Date to the one year anniversary of the Closing Date, the ninety (90) day period specified in subclause (ii) shall be sixty (60) days, and there shall be at least forty-five (45) days between any Shelf Suspensions. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosuredisclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, the Company may, upon giving prompt at least ten days’ prior written notice of such action to the Holders, suspend all Holders’ ability to use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12six-month period; , or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any material untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderan Investor.

Suspension of Registration. If the continued use of the Shelf Registration Statement (or a Subsequent Shelf Registration) at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement Statements (or a Subsequent Shelf Registration) (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 ninety (90) days on any one occasion. In the case of a Shelf Suspension, upon receipt of the notice referred to above, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the ProspectusProspectus or any Issuer Free Writing Prospectuses, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the make amendments to any Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of the Registrable Securities then outstanding.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderone of the Principal Investors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Principal Investor.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company Partnership to make an Adverse Disclosure, the Company Partnership may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company Partnership shall not be permitted to exercise a Shelf Suspension or Demand Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Partnership shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallPartnership agrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company Partnership for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Demand Right Holders.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersInvestors, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)-month period for a period exceeding 60 days on any one occasionnot to exceed thirty (30) consecutive days. In the case of a Shelf Suspension, the Holders Investors agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders Investors in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Investors such numbers of copies of the Prospectus as so amended or supplemented as the Holders Investors may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Investors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosuredisclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, the Company may, upon giving prompt at least ten days' prior written notice of such action to the Holders, suspend all Holders' ability to use of the Shelf Registration Statement (a “"Shelf Suspension”"); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12six-month period; , or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any material untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderan Investor.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice once during any 12-month period; , or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company Issuer to make an Adverse Disclosure, the Company Issuer may, upon giving prompt at least ten (10) days’ prior written notice of such action to the Holders, suspend use of the Shelf shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Issuer shall not be permitted to exercise a Shelf Suspension or Demand Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Issuer shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the Holders may reasonably request. The Company Issuer shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company Issuer for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Sponsors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersStockholders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension or Demand Suspension exceeding 75 (iseventy-five) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasionoccasion or 150 (one hundred and fifty) days during any 12 (twelve)-months period. In the case of a Shelf Suspension, the Holders agree to Stockholders shall suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately promptly notify the Holders in writing Stockholders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Stockholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Stockholders may reasonably request. The Company shall, if necessary, agrees to supplement or amend make amendments to the Shelf Registration Statement, Statement if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthereunder.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “"Shelf Suspension”"); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice once during any 12-12 month period; period or (ii) for a period exceeding 60 90 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. Upon the written request of any Holder, the Company shall provide such Holder in writing with a general statement of the reasons for such postponement and an approximation of the anticipated delay. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectusprospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Majority Voting Holders. The Company represents that, as of the date hereof, it has no knowledge of any Holdercircumstance that would reasonably be expected to cause it to exercise its rights under this Section 2.3(b).

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company Partnership to make an Adverse Disclosure, the Company Partnership may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company Partnership shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Partnership shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallPartnership agrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company Partnership for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt at least ten (10) days’ prior written notice of such action to the HoldersEligible Shareholders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one (1) time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one (1) occasion. In the case of a Shelf Suspension, the Holders Eligible Shareholders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing Eligible Shareholders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Eligible Shareholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Eligible Shareholders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holdereach of the Sponsors.

Suspension of Registration. If the continued use of the Shelf Registration Statement at any time would require the Company to make an Adverse DisclosureDisclosure or would require the inclusion in such Registration Statement of audited financial statements that are unavailable to the Company for reasons beyond the Company's reasonable control, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a “"Shelf Suspension”"); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any twelve (12-) month period; period or (ii) for a period exceeding 60 ninety (90) days on any one occasion. In the case event of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase ofsuspend, or offer to sell or purchase, Registrable Securities, immediately upon their receipt of the notice referred to above, any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Shelf Registration Statement in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Shelf Suspension or any related facts. The Company shall immediately promptly notify the Holders in writing upon the termination of any such Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

Suspension of Registration. If the continued Conflicts Committee determines in good faith that any offering under, or the use of any prospectus forming a part of, the Shelf Registration Statement at any time would be materially detrimental to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership or the MLP, (y) require premature disclosure of material information that the Company Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to make an Adverse Disclosurecomply with requirements under applicable securities laws, then the Company mayPartnership shall have the right, upon giving prompt at least five days’ prior written notice of such action to the Holders, to suspend all Holders’ ability to use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Partnership shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectusprospectus contained in the Shelf Registration Statement, if necessary, so it does not contain any untrue statement of a material fact or omission omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and furnish to the Holders such numbers of copies of the Prospectus such prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallPartnership agrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company Partnership for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any a Holder.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersSea Trade Parties, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during thirty (30) consecutive days in any twelve (12-) month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders Sea Trade Parties agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders Sea Trade Parties in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Sea Trade Parties such numbers of copies of the Prospectus as so amended or supplemented as the Holders Sea Trade Parties may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Sea Trade Parties.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt at least ten days' prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “"Shelf Suspension”"); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; , or (ii) for a period exceeding 60 thirty days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Investor.

Suspension of Registration. If Notwithstanding the provisions of Section 2.1, if at any time the filing, initial effectiveness or continued use of the a Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action delivery to the Holders, suspend use Venrock Funds of a certificate signed by an executive officer of the Shelf Registration Statement Company attesting to such Adverse Disclosure, delay the filing or initial effectiveness of, or suspend the use of, such registration statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension (i) for a period exceeding 60 days; provided, further, that the Company may not invoke a Suspension more than twice during in any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, each of the Holders agree Venrock Funds agrees to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, Securities promptly upon receipt of the notice referred to above. The Company shall immediately notify the Holders above until it is advised in writing upon by the Company that the Prospectus may be used. Upon termination of any Shelf Suspension, the Company shall promptly (A) notify the Venrock Funds, (B) amend or supplement the Prospectus, if necessary, so that it does not contain any untrue statement of a material fact or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) furnish to the Holders Venrock Funds such numbers number of copies of the Prospectus as so amended or supplemented as the Holders Venrock Funds may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice (a “Suspension Notice”) of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 thirty days on any one occasionoccasion or for more than ninety days in the aggregate during any twelve-month period. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice two times during any 12-month period; , or (ii) for a period exceeding 60 120 days on in the aggregate in any one occasion12-month period. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

Suspension of Registration. If the continued filing or use of the Shelf a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt prior written notice of such action to the Holders, suspend the filing or use of the Shelf a Demand Registration Statement Statements (a “Shelf Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Demand Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 ninety (90) days on any one occasion. In the case of a Shelf Demand Suspension, upon receipt of the notice referred to above, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Demand Suspension, amend or supplement the ProspectusProspectus or any Issuer Free Writing Prospectuses, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf make amendments to any Demand Registration Statement, if required by the registration form used by the Company for the Shelf Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of the Registrable Securities then outstanding.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersStockholders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, provided that the Company shall not be permitted to exercise a Shelf Suspension or Demand Suspension (i) more than twice one time during any 12-month twelve (12)-month period; , or (ii) for a period exceeding 60 thirty (30) days on any one occasion. In the case of a Shelf Suspension, the Holders Stockholders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing Stockholders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Stockholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Stockholders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Sponsors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosuredisclose a Material Disclosure Event, the Company may, upon giving prompt at least ten (10) days’ prior written notice of such action to the HoldersInvestors, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a total period exceeding 60 ninety (90) days on in any one occasion365-day period. In the case of a Shelf Suspension, the Holders Initiating Investors agree to suspend use of the applicable Prospectus prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately promptly notify the Holders in writing Investors upon the termination of any Shelf Suspension, amend or supplement the Prospectus, prospectus if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Investors such numbers of copies of the Prospectus prospectus as so amended or supplemented as the Holders Investors may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Investors.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; twelve (12)-month period or (ii) for a period exceeding 60 thirty (30) days on any one occasionfor each Shelf Suspension or during the period from January 1, 2020 to July 1, 2020. In the case of a Shelf Suspension, the Holders agree to use their best efforts to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; twelve (12)-month period or (ii) for a period exceeding 60 days on any one occasionninety (90) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, and upon such termination, promptly amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holdersholders, suspend use of the Shelf Registration Statement (a “"Shelf Suspension”"); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice three times during any 12-18 month period; , or (ii) for a period exceeding 60 40 days on any one occasion. In the case of a Shelf Suspension, the Holders holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe holders of a majority of the Registrable Securities then outstanding.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company Parent to make an Adverse Disclosure, the Company Parent may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Parent shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; period or (ii) for a period exceeding 60 days on any one occasion45 days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Parent shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission omissions and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company Parent shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company Parent for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthereunder.

Suspension of Registration. If the continued use of the such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice one time during any 12-month period; or twelve (ii) 12)month period for a period exceeding 60 days on any one occasionnot to exceed sixty (60) days. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthe Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement.

Suspension of Registration. If In the continued event that, in the reasonable judgment of the Company, it is advisable to suspend use of the a Prospectus included in a Shelf Registration Statement at any time would require due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to make an Adverse Disclosurethe Company, the Company may, upon giving prompt written notice of such action to the Holdersall Selling Shareholders, suspend use of the Shelf Registration Statement (a “"Shelf Suspension”"); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice two (2) times during any 12-month period; the Shelf Period, or (ii) for a period exceeding 60 sixty (60) days on any one (1) such occasion. In the case of a Shelf Suspension, the Holders Selling Shareholders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately promptly (but in all events within three (3) Business Days) notify the Holders in writing Selling Shareholders upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Selling Shareholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Selling Shareholders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration Registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration Registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holderthereunder.