Common use of Suspension of Registration Clause in Contracts

Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration at any time would require the Issuer to make an Adverse Disclosure, the Issuer may, upon giving prompt written notice to LGE of its determination that it is required to make an Adverse Disclosure, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement. In the event the Issuer exercises its rights under the preceding sentence, LGE agrees to suspend, immediately upon its receipt of the notice referred to above, its use of the Prospectus relating to the Demand Registration in connection with any sale or offer to sell Registrable Securities. The Issuer shall immediately notify LGE of the expiration of any period during which it exercised its rights under this Section 2.1(e), provided, however, that (i) the Issuer shall not be permitted to effect such postponement more than twice during the 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of any postponement exceed in the aggregate 90 calendar days, unless, in the case of the foregoing clauses (i) and (ii), LGE shall have sold all of the Registrable Securities included in the Registration Statement(s) that were subject to the previous postponement(s) in that 12-month period. Notwithstanding Section 2.1(c) hereof, in the event that the Issuer exercises its rights pursuant to this Section 2.1(e), LGE may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the applicable request for registration shall not be deemed to be the exercise of a demand by LGE under this Section 2.1.

Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration at any time would require the Issuer to make an Adverse Disclosure, the Issuer may, upon giving prompt written notice to LGE Philips of its determination that it is required to make an Adverse Disclosure, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement. In the event the Issuer exercises its rights under the preceding sentence, LGE Philips agrees to suspend, immediately upon its receipt of the notice referred to above, its use of the Prospectus relating to the Demand Registration in connection with any sale or offer to sell Registrable Securities. The Issuer shall immediately notify LGE Philips of the expiration of any period during which it exercised its rights under this Section 2.1(e), provided, however, that (i) the Issuer shall not be permitted to effect such postponement more than twice during the 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of any postponement exceed in the aggregate 90 calendar days, unless, in the case of the foregoing clauses (i) and (ii), LGE Philips shall have sold all of the Registrable Securities included in the Registration Statement(s) that were subject to the previous postponement(s) in that 12-month period. Notwithstanding Section 2.1(c) hereof, in the event that the Issuer exercises its rights pursuant to this Section 2.1(e), LGE Philips may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the applicable request for registration shall not be deemed to be the exercise of a demand by LGE Philips under this Section 2.1.

Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a Demand Registration registration pursuant to this Section 2.1 at any time would require the Issuer Company to make an Adverse Disclosurea public disclosure of material non-public information, which disclosure in the Issuer good faith judgment of the Board (including the consent of the directors designated by one or more of the Kohlberg Investors pursuant to the Stockholders Agreement) (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to LGE of its determination that it is required to make an Adverse Disclosurethe Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statementregistration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Issuer Company exercises its rights under the preceding sentence, LGE agrees such Holders agree to suspend, immediately promptly upon its their receipt of the notice referred to above, its their use of the Prospectus any prospectus relating to the Demand Registration such registration in connection with any sale or offer to sell Registrable Securities. The Issuer Company shall immediately promptly notify LGE such Holders of the expiration of any period during which it exercised its rights under this Section 2.1(e), provided, however, that (i) the Issuer shall not be permitted to effect such postponement more than twice during the 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of any postponement exceed in the aggregate 90 calendar days, unless, in the case of the foregoing clauses (i) and (ii), LGE shall have sold all of the Registrable Securities included in the Registration Statement(s) that were subject to the previous postponement(s) in that 12-month period2.1.5. Notwithstanding Section 2.1(c) hereofThe Company agrees that, in the event that the Issuer it exercises its rights pursuant to this Section 2.1(e), LGE may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the applicable request for registration shall not be deemed to be the exercise of a demand by LGE under this Section 2.12.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a Demand Registration registration pursuant to this Section 2.1 at any time would require the Issuer Company to make an Adverse Disclosurea public disclosure of material nonpublic information, which disclosure in the Issuer good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to LGE of its determination that it is required to make an Adverse Disclosurethe stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statementregistration statement; provided, that the Company will not be permitted to do so (i) for a period exceeding 30 days on any one occasion or (ii) for an aggregate period exceeding 90 days in any 12 month period. In the event the Issuer Company exercises its rights under the preceding sentence, LGE agrees such stockholders agree to suspend, immediately promptly upon its their receipt of the notice referred to above, its their use of the Prospectus any prospectus relating to the Demand Registration such registration in connection with any sale or offer to sell Registrable Securities. The Issuer shall immediately Company will promptly notify LGE such stockholders of the expiration of any period during which it exercised its rights under this Section 2.1(e). The Company agrees that, provided, however, that (i) in the Issuer shall not be permitted to effect such postponement more than twice during the 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to it exercises its rights under this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of any postponement exceed in the aggregate 90 calendar daysit will, unless, in the case within 30 days following such stockholders’ receipt of the foregoing clauses (i) notice of suspension, update the suspended registration statement as may be necessary to permit the stockholders to resume use thereof in connection with the offer and (ii), LGE shall have sold all sale of the their Registrable Securities included in the Registration Statement(s) that were subject to the previous postponement(s) in that 12-month period. Notwithstanding Section 2.1(c) hereof, in the event that the Issuer exercises its rights pursuant to this Section 2.1(e), LGE may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the accordance with applicable request for registration shall not be deemed to be the exercise of a demand by LGE under this Section 2.1law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement registration statement, including a shelf registration statement pursuant to Rule 415, in respect of a Demand Registration registration pursuant to this Section 6.1 at any time would require the Issuer Company to make an Adverse Disclosurea public disclosure of material non-public information, which disclosure in the Issuer good faith judgment of the Board (after consultation with the Company’s outside legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to LGE of its determination that it is required to make an Adverse Disclosurethe Investors participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statementregistration statement; provided, that the Company shall not be permitted to do so (i) more than two (2) times during any twelve (12) month period, (ii) for a period exceeding forty-five (45) days on any one occasion or (iii) for periods exceeding, in the aggregate, ninety (90) days in any twelve (12) month period. In the event the Issuer Company exercises its rights under the immediately preceding sentence, LGE agrees such Investors and the members of their Corresponding Investor Groups agree to suspend, immediately promptly upon its their receipt of the notice referred to above, its their use of the any Prospectus relating to the Demand Registration such registration in connection with any sale or offer to sell Registrable Securities. The Issuer Company shall immediately promptly notify LGE such Investors of the expiration of any period during which it exercised its rights under this Section 2.1(e), provided, however, that (i) the Issuer shall not be permitted to effect such postponement more than twice during the 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of any postponement exceed in the aggregate 90 calendar days, unless, in the case of the foregoing clauses (i) and (ii), LGE shall have sold all of the Registrable Securities included in the Registration Statement(s) that were subject to the previous postponement(s) in that 12-month period6.1.6. Notwithstanding Section 2.1(c) hereofThe Company agrees that, in the event that the Issuer it exercises its rights pursuant to this Section 2.1(e), LGE may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the applicable request for registration shall not be deemed to be the exercise of a demand by LGE under this Section 2.16.1.6, it shall, within forty-five (45) days following such Investors’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the members of the Investor Groups to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable Law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a Demand Registration registration pursuant to this Section 2.1 at any time would require the Issuer Company to make an Adverse Disclosurea public disclosure of material non-public information, which disclosure in the Issuer good faith judgment of the Board (including the consent of the directors designated by one or more of the Carlyle Investors pursuant to the Stockholders Agreement) (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to LGE of its determination that it is required to make an Adverse Disclosurethe Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statementregistration statement; provided, that the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Issuer Company exercises its rights under the preceding sentence, LGE agrees such Holders agree to suspend, immediately promptly upon its their receipt of the notice referred to above, its their use of the Prospectus any prospectus relating to the Demand Registration such registration in connection with any sale or offer to sell Registrable Securities. The Issuer Company shall immediately promptly notify LGE such Holders of the expiration of any period during which it exercised its rights under this Section 2.1(e), provided, however, that (i) the Issuer shall not be permitted to effect such postponement more than twice during the 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of any postponement exceed in the aggregate 90 calendar days, unless, in the case of the foregoing clauses (i) and (ii), LGE shall have sold all of the Registrable Securities included in the Registration Statement(s) that were subject to the previous postponement(s) in that 12-month period2.1.5. Notwithstanding Section 2.1(c) hereofThe Company agrees that, in the event that the Issuer it exercises its rights pursuant to this Section 2.1(e), LGE may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the applicable request for registration shall not be deemed to be the exercise of a demand by LGE under this Section 2.12.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement registration statement, including a shelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a Demand Registration registration pursuant to this Section 8.1.1 at any time would require the Issuer Company to make an Adverse Disclosurea public disclosure of material non-public information, which disclosure in the Issuer good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to LGE of its determination that it is required to make an Adverse Disclosurethe Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statementregistration statement; provided , that, unless otherwise agreed in writing by a Requisite Capital IV Majority, the Company shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for an aggregate period exceeding 60 days in any 12 month period. In the event the Issuer Company exercises its rights under the preceding sentence, LGE agrees such Holders agree to suspend, immediately promptly upon its their receipt of the notice referred to above, its their use of the Prospectus any prospectus relating to the Demand Registration such registration in connection with any sale or offer to sell Registrable Securities. The Issuer Company shall immediately promptly notify LGE such Holders of the expiration of any period during which it exercised its rights under this Section 2.1(e), provided, however, that (i) the Issuer shall not be permitted to effect such postponement more than twice during the 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of any postponement exceed in the aggregate 90 calendar days, unless, in the case of the foregoing clauses (i) and (ii), LGE shall have sold all of the Registrable Securities included in the Registration Statement(s) that were subject to the previous postponement(s) in that 12-month period8.1.5. Notwithstanding Section 2.1(c) hereofThe Company agrees that, in the event that the Issuer it exercises its rights pursuant to this Section 2.1(e), LGE may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the applicable request for registration shall not be deemed to be the exercise of a demand by LGE under this Section 2.18.1.5, it shall, within 30 days following the giving of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.