Common use of Suspension of Registration Clause in Contracts

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will 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. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will 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. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 ten (10) days’ prior written notice of such action to the Holders Holders, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that that, the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 sixty (60) days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven (7) days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 thirty-five (35) days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will 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. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.5, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivii) at for an aggregate period exceeding 60 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.7. The Company agrees that, in the event it exercises its rights under this Section 3.1.7, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 45 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will 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. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivii) at for an aggregate period exceeding 60 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.6. The Company agrees that, in the event it exercises its rights under this Section 3.1.6, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, in respect of an Incidental Registration at any time would require the Company Issuer to make an Adverse Disclosure, then the Issuer may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders holders which are included in such Incidental Registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)Statement; provided, however, that the Company Issuer shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Issuer exercises its rights under the preceding sentence, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofholders agree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of the Prospectus relating to the Incidental Registration in connection with a Demand Registration, prior any sale or offer to sell Registrable Securities. The Issuer shall promptly notify the termination holders of the expiration of any Suspensionperiod during which it exercised its rights under this Section 2.2(c). The Issuer agrees that, in the Holder that made event it exercises its rights under this Section 2.2(c), it shall, within 30 days following the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon holders' receipt of notices from all Holders 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 included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the accordance with applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspensionlaw.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, in respect of a Demand Registration at any time would require the Company Issuer to make an Adverse Disclosure, then the Issuer may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders holders which are included in such Demand Registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)Statement; provided, however, that the Company Issuer shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Issuer exercises its rights under the preceding sentence, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofholders agree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of the Prospectus relating to the Demand Registration in connection with a Demand Registration, prior any sale or offer to sell Registrable Securities. The Issuer shall promptly notify the termination holders of the expiration of any Suspensionperiod during which it exercised its rights under this Section 2.1(g). The Issuer agrees that, in the Holder that made event it exercises its rights under this Section 2.1(g), it shall, within 30 days following the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon holders' receipt of notices from all Holders 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 included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the accordance with applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspensionlaw.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders and (if applicable) the Hedge Fund Parties, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that that, the Company shall not be permitted to exercise a Suspension (i) more than twice once during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders and (if applicable) the Hedge Fund Parties will 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. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration Notice will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders and (if applicable) the Hedge Fund Parties upon the termination of any Suspension, amend or supplement the applicable prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders and any selling Hedge Fund Parties such numbers of copies of such prospectus as so amended or supplemented as the Holders and such selling Hedge Fund Parties may reasonably request. The Company agrees, if necessary, to supplement or make amendments to a Registration Statement, if required by the registration form used by the Company for the 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 Holders of a majority of the Registrable Securities included in any offering pursuant to such Registration Statement. The Company will pay all Registration Expenses incurred in connection with any such suspended or aborted registration or prospectus.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during for a period exceeding 30 days on any one occasion or (ii) for an aggregate period exceeding 60 days in any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.6. The Company agrees that, in the event it exercises its rights under this Section 3.1.6, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non‑public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during for a period exceeding 30 days on any one occasion or (ii) for an aggregate period exceeding 60 days in any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.6. The Company agrees that, in the event it exercises its rights under this Section 3.1.6, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that that, the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will 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. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that that, the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 more than 120 days on in the aggregate during any one occasion12-month period, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will 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. In connection with a Demand Registration, prior to the termination of any Suspension, the Demand Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall will not be permitted to exercise a Suspension do so (i) more than twice during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivii) at for an aggregate period exceeding 60 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately will promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.7. The Company agrees that, in the event it exercises its rights under this Section 3.1.7, it will, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.5. The Company agrees that, in the event it exercises its rights under this Section 2.1.5, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.5. The Company agrees that, in the event it exercises its rights under this Section 3.1.5, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company at any time would require SumTotal, in its reasonable judgment, to make an Adverse Disclosure, then SumTotal may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders which are included in any such Registration Statement, delay the submission or filing or initial effectiveness of, or suspend use of, any such Registration Statement (a “Suspension”)Statement; provided, however, that the Company SumTotal shall not be permitted to exercise a Suspension do so (i) more than twice three (3) times during any 12-month period, period or (ii) for a period exceeding 60 twenty-five (25) days on any one occasion; provided, however, that in the event two such suspensions are separated by fewer than twenty-five (iii25) unless for days, SumTotal may not again defer or suspend the full use of the Registration Statement until a period of twenty-five (25) days has elapsed after resumption of the Suspension, use of the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to Registration Statement following the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringsecond suspension. In the case of a Suspensionevent SumTotal exercises its rights under the preceding sentence, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of the Prospectus relating to the registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Noticesell Registrable Securities. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company SumTotal shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately promptly notify the Holders upon of the termination expiration of any Suspensionperiod during which SumTotal exercised its rights under this Section 5.1. SumTotal agrees that, in the event it exercises its rights under this Section 5.1, it shall, within twenty-five (25) days following the 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. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness -------------------------- or continued use of a registration statement in respect of a Demand Registration Statement, including a Shelf Registration Statementat any time would require the Company to make an Adverse Disclosure 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 at least 10 days’ prior prompt written notice (but in any event within five (5) days of determination) of such action to the Holders holding Registrable Securities included or proposed to be included in such Demand Registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement registration statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a “"Demand Suspension”"); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than twice three times during any 12twenty-four (24) month period, (ii) for a period exceeding 60 ninety (90) days on any one occasion, or (iii) unless for the full an aggregate period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding one hundred twenty (120) days in any holder of its securities and prohibits offers and sales by its directors and officers, or twelve (iv12) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringmonth period. In the case event of a Demand Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, immediately upon their receipt of the notice referred to above. In , any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Demand Registration 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 Demand Registration, prior to the termination of Suspension or any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statementrelated facts. The Company shall immediately promptly (but in any event within five (5) days) notify the Holders holding Registrable Securities affected by any Demand Suspension upon the termination of any such Demand Suspension.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders Holders, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice three times during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) for a period exceeding 125 days in any 12-month period, (iv) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (ivv) at any time within seven five days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten OfferingRegistration. In the case of a Suspension, the Holders will 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. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 8.1.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, howeverthat, that unless otherwise agreed in writing by a Requisite Capital IV Majority, the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full an aggregate period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 8.1.5. The Company agrees that, in the event it exercises its rights under this Section 8.1.5, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, in respect of a Demand Registration at any time would require the Company Issuer to make an Adverse Disclosure, then the Issuer may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders holders which are included in such Demand Registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)Statement; provided, however, that the Company Issuer shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Issuer exercises its rights under the preceding sentence, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofholders agree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of the Prospectus relating to the Demand Registration in connection with a Demand Registration, prior any sale or offer to sell Registrable Securities. The Issuer shall promptly notify the termination holders of the expiration of any Suspensionperiod during which it exercised its rights under this Section 2.1(g). The Issuer agrees that, in the Holder that made event it exercises its rights under this Section 2.1(g), it shall, within 30 days following the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon holders’ receipt of notices from all Holders 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 included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the accordance with applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspensionlaw.

Suspension of Registration. In the event of a Material Disclosure Event at the time The obligations of the submission or filingIssuers set forth in Sections 2 and 4 hereof are subject to the following limitations, initial effectiveness or continued use conditions and qualifications: Subject to the next sentence of a Registration Statement, including a Shelf Registration Statementthis paragraph, the Company mayIssuers shall be entitled to postpone, upon giving at least 10 days’ prior written notice for a reasonable period of such action to time, the Holders delay the submission or filing or initial effectiveness of, or suspend use ofthe rights of any Holders to make sales pursuant to, such any Registration Statement (a “Suspension”)otherwise required to be prepared, filed and made and kept effective by them hereunder; provided, however, that the Company shall duration of such postponement or suspension may not be permitted exceed the earlier to exercise a Suspension occur of (iA) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 15 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use cessation of the applicable prospectus circumstances described in connection with the next sentence of this paragraph on which such postponement or suspension is based or (B) 60 days after the date of the determination of the Boards of Directors referred to in the next sentence, and the duration of any sale such postponement or purchase suspension shall be excluded from the calculation of the time periods described in Sections 2 and 4 hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that the filing or effectiveness of, or sales pursuant to, such Registration would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving any Issuer or any of their affiliates or require disclosure of material information which any Issuer has a bona fide business purpose for preserving as confidential. If the Issuers shall so postpone the filing or effectiveness of a Registration or so suspend the rights of Holders to sell or purchasemake sales it shall, Registrable Securitiesas promptly as possible, upon receipt notify any selling Holders of such determination, and the time periods set forth in Sections 2 and 4 shall be extended by a time period equal to the number of days of the notice referred postponement or suspension. There shall be no more than two such postponements or suspensions (not to above. In connection with a Demand Registration, prior to exceed 60 days in the termination of aggregate) in any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspensionone calendar year.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf shelf Registration StatementStatement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness ofof such Registration Statement, or suspend use of, of such Registration Statement (a “Suspension”)Statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 125 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.7. The Company agrees that, in the event it exercises its rights under this Section 3.1.73.1.5, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a registration statement in respect of a Demand Registration Statement, including a Shelf Registration Statementat any time would require the Company to make an Adverse Disclosure 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 at least 10 days’ prior prompt written notice (but in any event within five (5) days of determination) of such action to the Holders holding Registrable Securities included or proposed to be included in such Demand Registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement registration statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a “"Demand Suspension”"); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than twice three times during any 12twenty-four (24) month period, (ii) for a period exceeding 60 ninety (90) days on any one occasion, or (iii) unless for the full an aggregate period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding one hundred twenty (120) days in any holder of its securities and prohibits offers and sales by its directors and officers, or twelve (iv12) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringmonth period. In the case event of a Demand Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, immediately upon their receipt of the notice referred to above. In , any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Demand Registration 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 Demand Registration, prior to the termination of Suspension or any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statementrelated facts. The Company shall immediately promptly (but in any event within five (5) days) notify the Holders holding Registrable Securities affected by any Demand Suspension upon the termination of any such Demand Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivii) at for an aggregate period exceeding 60 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.6. The Company agrees that, in the event it exercises its rights under this Section 2.1.6, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1, at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the 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 continue 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 at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend the use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.5. The Company agrees that in the event it exercises its rights under this Section 2.1.5, 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 upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.