Common use of Suspension of Sales; Adverse Disclosure Clause in Contracts

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Board, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt The Company shall promptly notify each of written notice from the Company that Holders in writing if a Registration Statement or Prospectus contains a MisstatementMisstatement and, or upon the advice receipt of counsel for such written notice from the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood Misstatement, provided that the Company hereby covenants to use commercially reasonable efforts promptly to prepare and file such any required supplement or amendment as soon as practicable correcting any Misstatement promptly after the time of such notice)notice and, or until it is advised in writing by if necessary, to request the Company that the use of the Prospectus may be resumedimmediate effectiveness thereof. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus included in respect of any Registration Statement at any time (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, (c) requires the Company to update the financial statements contained in such Registration Statement pursuant to the rules and regulations of the Commission through the filing of a post-effective amendment which is subject to potential Commission review, or (iiid) in the good faith judgement judgment of the Chief Executive Officer or Chief Financial Officer of the Company, which judgment shall be documented in writing and provided to the Holders in the form of a majority of the Boardwritten certificate signed by such officer, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related would be materially detrimental to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then Company. the Company mayshall have the right to defer the filing, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) the filing or initial effectiveness of, or suspend continued use of, such Registration Statement, and/or (ii) the launch of any Underwritten OfferingRegistration Statement pursuant to (a), in each case, (b) or (c) for the shortest a period of time determined not more than ninety (90) days in good faith by the Company to be necessary for such purposeany three hundred and sixty (360)-day period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4Securities.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt The Company shall promptly notify each of written notice from the Company that Holders in writing if a Registration Statement or Prospectus contains a MisstatementMisstatement and, or upon the advice receipt of counsel for such written notice from the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented he, she or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumedresumed or has received copies of a supplemented or amended Prospectus correcting the Misstatement, provided that the Company hereby covenants promptly to prepare and file any required supplement or amendment correcting any Misstatement promptly after the time of such notice and, if necessary, to request the immediate effectiveness thereof. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus included in respect of any Registration Statement at any time (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, or (iiic) in the good faith judgement judgment of the Board (which judgment shall be documented in writing and provided to the Holders in the form of a majority written certificate signed by the Chairman of the Board, ) would be seriously materially detrimental to the Company, the Company and shall have the Board concludes, as a result, that it is necessary right to defer the filing, initial effectiveness or continued use of any Registration Statement pursuant to (a), (b) or (c) of this sentence for a period of not more than sixty (60) days, but the Company shall not defer any such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay pursuant to this Section 3.4 more than twice or suspension arises out for more than a total of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend 120 days (i) the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain counting deferrals initiated pursuant to (a), (b) and (c) of this sentence in the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of aggregate) in any period during which it exercised its rights under this Section 4.412-month period.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt The Company shall promptly notify each of written notice from the Company that Holders in writing if a Registration Statement or Prospectus contains a MisstatementMisstatement and, or upon the advice receipt of counsel for such written notice from the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood Misstatement, provided that the Company hereby covenants to use commercially reasonable efforts promptly to prepare and file such any required supplement or amendment as soon as practicable correcting any Misstatement promptly after the time of such notice)notice and, or until it is advised in writing by if necessary, to request the Company that the use of the Prospectus may be resumedimmediate effectiveness thereof. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus included in respect of any Registration Statement at any time (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, or (iiic) in the good faith judgement of a majority judgment of the Board, would which judgment shall be seriously detrimental documented in writing and provided to the Company and Holders in the Board concludesform of a written certificate signed by the Chairman of the Board, as a result, that it is necessary to defer such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action would be materially detrimental to the Holders, delay, postpone or suspend (i) the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsCompany. The Company shall immediately notify have the Holders of right to defer the expiration filing, initial effectiveness or continued use of any Registration Statement pursuant to (a), (b) or (c) for a period during which it exercised its rights under of not more than thirty (30) days and the Company shall not defer any such filing, initial effectiveness or use of a Registration Statement pursuant to this Section 4.43.4 no more than twice or for more than a total of sixty (60) days (in each case counting deferrals initiated pursuant to (a), (b) and (c) in the aggregate) in any 12-month period.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon in the advice opinion of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus such Prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with applicable law), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event more than forty-five (45) days, determined in good faith by the Chief Executive Officer of the Company or the Board to be necessary for such purpose; provided, that each day of any such suspension pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve (12)-month period pursuant to Section 2.4 hereof. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.4.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement registration statement or Prospectus prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement registration statement in respect of any Registration registration at any time (i) would require the Company to make an Adverse Disclosure, Disclosure (iias defined below) or would require the inclusion in such Registration Statement registration statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holdersholders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, registration statement for the shortest period of time time, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus prospectus relating to any Registration registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.6. “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any registration statement or prospectus in order for the applicable registration statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the registration statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from The Company shall promptly notify the Company that Holder in writing if a Registration Statement or Prospectus contains a MisstatementMisstatement and, or upon the advice receipt of counsel for such written notice from the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders Holder shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood Misstatement, provided that the Company hereby covenants to use commercially reasonable efforts promptly to prepare and file such any required supplement or amendment as soon as practicable correcting any Misstatement promptly after the time of such notice)notice and, or until it is advised in writing by if necessary, to request the Company that the use of the Prospectus may be resumedimmediate effectiveness thereof. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus included in respect of any Registration Statement at any time (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, (c) requires the Company to update the financial statements contained in such Registration Statement pursuant to the rules and regulations of the Commission through the filing of a post-effective amendment which is subject to potential Commission review, or (iiid) in the good faith judgement judgment of the Chief Executive Officer or Chief Financial Officer of the Company, which judgment shall be documented in writing and provided to the Holder in the form of a majority of the Boardwritten certificate signed by such officer, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action would be materially detrimental to the HoldersCompany. The Company shall have the right to defer the filing, delay, postpone or suspend (i) the filing or initial effectiveness of, or suspend continued use of, such Registration Statement, and/or (ii) the launch of any Underwritten OfferingRegistration Statement pursuant to (a), in each case, (b) or (c) for the shortest a period of time determined not more than ninety (90) days in good faith by the Company to be necessary for such purposeany three hundred and sixty (360)-day period. In the event the Company exercises its rights under the preceding sentence, the Holders agree Holder agrees to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4Securities.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iiic) in the good faith judgement judgment of a the majority of the Board, would be seriously detrimental to the Company and the majority of the Board concludes, concludes as a result, result that it is necessary essential to defer such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose, but in no event shall the Company delay the filing or initial effectiveness of, or suspend use of, such Registration Statement or Prospectus on more than three (3) occasions or for a time exceeding one hundred twenty (120) calendar days in total, in each case during any twelve (12)-month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.4, and, upon the expiration of any such period, the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders Stockholders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumedresumed (any such period, a “Suspension Period”). If Notwithstanding the foregoing obligations, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would, in the good faith judgment of the chief executive officer or chief financial officer of the Company after consultation with outside legal counsel, (i) would require materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company to make an Adverse Disclosure, Company; (ii) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; (iii) require the inclusion in such Registration Statement of financial statements that are unavailable not available to the Company for reasons beyond the Company’s then current control or (iii) in the good faith judgement of a majority of the Board, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such timeCompany, or (iv) if render the majority of Company unable to comply with requirements under the Board, in its good faith judgment, determines to delay the filing Securities Act or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other mattersExchange Act, then the Company may, upon giving prompt written notice of such action shall have the right to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration StatementStatement (and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly), and/or for a period of not more than one hundred twenty (ii120) days after notice to the launch Stockholders is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period; and provided further that, other than an Excluded Registration, the Company shall not register any securities for its own account or that of any Underwritten Offering, in each case, for the shortest period other stockholder of time determined in good faith by the Company to be necessary for such purposeduring the period under which the Company is exercising its rights under this sentence. In the event the Company exercises its rights under the preceding sentence, the Holders Stockholders agree to suspend, immediately upon their receipt of notice from the notice referred to aboveCompany, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders Stockholders of the expiration of any period during which it exercised its rights under this Section 4.45.04(d).

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt The Company shall promptly notify each of written notice from the Company that Holders in writing if a Registration Statement or Prospectus contains a MisstatementMisstatement and, or upon the advice receipt of counsel for such written notice from the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood Misstatement, provided that the Company hereby covenants to use commercially reasonable efforts promptly to prepare and file such any required supplement or amendment as soon as practicable correcting any Misstatement promptly after the time of such notice)notice and, or until it is advised in writing by if necessary, to request the Company that the use of the Prospectus may be resumedimmediate effectiveness thereof. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus included in respect of any Registration Statement at any time (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, (c) requires the Company to update the financial statements contained in such Registration Statement pursuant to the rules and regulations of the Commission through the filing of a post-effective amendment which is subject to potential Commission review, or (iiid) in the good faith judgement judgment of the Chief Executive Officer or Chief Financial Officer of the Company, which judgment shall be documented in writing and provided to the Holders in the form of a majority of the Boardwritten certificate signed by such officer, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action would be materially detrimental to the HoldersCompany. The Company shall have the right to defer the filing, delay, postpone or suspend (i) the filing or initial effectiveness of, or suspend continued use of, such Registration Statement, and/or (ii) the launch of any Underwritten OfferingRegistration Statement pursuant to (a), in each case, (b) or (c) for the shortest a period of time determined not more than ninety (90) days in good faith by the Company to be necessary for such purposeany three hundred and sixty (360)-day period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until Securities. In providing notice under this Section 3.4, the Company shall not (without the prior written consent of a Holder) disclose to such Holder receives written notice from the Company that any material non-public information giving rise to such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentssuspension. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under use commercially reasonable efforts to terminate an suspension pursuant to this Section 4.43.4 as promptly as practicable.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If Other than the requirement for the availability to the Company of the financial statements and Form 10-K Part III information required for inclusion in a Registration Statement pursuant to Section 2.01(a), if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements or Form 10-K Part III information that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event (i) on more than three (3) occasions, for more than sixty (60) consecutive calendar days, or (ii) more than ninety (90) days in any twelve (12) month period, in each case as determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.04.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon in the advice opinion of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus such Prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with applicable law), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event more than forty-five (45) days, determined in good faith by the Chief Executive Officer of the Company or the Board to be necessary for such purpose; provided, that each day of any such suspension pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve (12)-month period pursuant to Section 2.4 hereof; and provided further that that notwithstanding the foregoing, (a) if the Company is unable to file the Registration Statement or have it declared effective, as applicable, prior to the date on which the Company’s financial statements for the nine (9)-months ended September 30, 2022 become stale, the Company shall be permitted to delay the filing of the Registration Statement, or any required amendment to the Registration Statement to include the audited financial statements of the Company for the year ended December 31, 2022, until no later than the date on which the Company would be required to file its Annual Report on Form 10-K for the year ended December 31, 2022, and (b) if the Company is required to file a post-effective amendment to the Registration Statement in order to include the audited consolidated financial statements of the Company for the year ended December 31, 2022 and update certain disclosures in connection therewith, the use of Registration Statement prior to the SEC’s declaration of the effectiveness of the post-effective amendment shall be suspended (together with clause (a), each an “Anticipated Suspension Event”), and each Holder agrees that the occurrence of any Anticipated Suspension Event shall not count toward the forty five (45) total calendar day period set forth above. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.4.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, Misstatement or upon as may be necessary in connection with the advice preparation and filing of counsel for a post-effective amendment to the Registration Statement following the filing of the Company, ’s Annual Report on Form 10-K for its first completed fiscal year following the Company determines it is necessary to supplement or amend consummation of the prospectus to comply with applicable lawCompany’s initial Business Combination, each of the Holders shall forthwith discontinue disposition of Registrable Securities until until, in the case of a Misstatement, he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), in the case of a post-effective amendment related to the Company’s Annual Report on Form 10-K as described in this section, it has received notice that any post-effective amendment has become effective, or, in either case, until he, she or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.4.

Suspension of Sales; Adverse Disclosure. 4.4.1 3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains or includes a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Registration Statement or Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus in respect of any Registration or Underwritten Offering at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement or Prospectus for the shortest period of time determined in good faith by time, provided, however, that the Company to be necessary may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for such purposemore than sixty consecutive calendar days, or more than one hundred-twenty total calendar days, in each case during any twelve-month period. In the event the Company exercises its rights under the preceding sentencesentences in this Section 3.4, the Holders agree to suspend, immediately upon their receipt of the notice notices referred to abovein this Section 3.4, their use of the Registration Statement or Prospectus relating to any Registration in connection with any sale resale or offer to sell other disposition of Registrable Securities until such Holder receives written notice from Securities. In addition, the Company that may delay or suspend continued use of a Registration Statement or Prospectus in respect of a Registration or Underwritten Offering to file and make effective a post-effective amendment to such sales or offers Registration Statement in connection with the filing of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. Company’s Annual Report on Form 10-K. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.4.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt The Company shall promptly notify each of written notice from the Company that Holders in writing if a Registration Statement or Prospectus contains a MisstatementMisstatement and, or upon the advice receipt of counsel for such written notice from the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus prospectus correcting the Misstatement (it being understood Misstatement; provided that the Company hereby covenants to use commercially reasonable efforts promptly to prepare and file such any required supplement or amendment as soon as practicable correcting any Misstatement promptly after the time of such notice)notice and, or until it is advised in writing by if necessary, to request the Company that the use of the Prospectus may be resumedimmediate effectiveness thereof. If the filing, initial effectiveness or continued use of a Registration Statement or prospectus included in respect of any Registration Statement at any time (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, or (iiic) in the good faith judgement of a majority judgment of the Board, would which judgment shall be seriously detrimental documented in writing and provided to the Company and Holders in the Board concludesform of a written certificate signed by the Chairman of the Board, as a result, that it is necessary to defer such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result ofwould be materially detrimental to the Company, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company mayshall have the right to defer the filing, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) the filing or initial effectiveness of, or suspend continued use of, such Registration Statement, and/or (ii) the launch of any Underwritten OfferingRegistration Statement pursuant to (a), in (b) or (c) (each casesuch deferral, a “Suspension”) for the shortest a period of not more than forty-five (45) days, provided that any such suspension shall terminate at such earlier time determined as the reason for such suspension is no longer in good faith by effect, and the Company to be necessary for shall not defer any such purpose. In the event the Company exercises its rights under the preceding sentencefiling, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their initial effectiveness or use of the Prospectus relating a Registration Statement pursuant to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and this Section 3.03 more than two times (in each case maintain counting deferrals initiated pursuant to (a), (b) and (c) in the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of aggregate) in any period during which it exercised its rights under this Section 4.4.12-month period

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that it reasonably believes that a Registration Statement or Prospectus contains a potential Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the potential Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice)until he, she, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, provided that the Company agrees to use its commercially reasonable efforts to prepare and file any required supplement or amendment correcting any Misstatement promptly after the time of such notice and, if necessary, to request the immediate effectiveness thereof. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus included in respect of any Registration Statement at any time (i) would require the Company to make an Adverse Disclosure, (ii) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, or (iii) in the good faith judgement of a majority judgment of the Board, would be seriously materially detrimental to the Company, the Company shall have the right to defer the filing, initial effectiveness or continued use of each Registration Statement and the Board concludeseach Prospectus included in any Registration Statement pursuant to clause (i), as a result(ii) or (iii), provided, however, that it is necessary to the Company shall not defer any such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of Prospectus included in any Registration Statement pursuant to this Section 3.4 on more than three occasions or is a result offor more than ninety (90) consecutive calendar days, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend more than one hundred twenty (i120) the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offeringtotal calendar days, in each case, for the shortest period of time determined in good faith by the Company to be necessary for such purposecase during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4Securities.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement or, if applicable, any amendment thereto in respect of any Registration at any time would (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, or (iiic) in the good faith judgement judgment of a the majority of the Board, would upon the advice of legal counsel, be seriously detrimental to the Company and the majority of the Board concludes, concludes as a result, result that it is necessary essential to defer such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the HoldersHolders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or Statement (iia “Suspension Event”) the launch of any Underwritten Offering, in each case, for the shortest period of time time, but in no event more than ninety (90) total calendar days during any twelve (12)-month period, determined in good faith by the Company to be necessary for such purpose; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during any such Suspension Event, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a share option, share purchase, equity incentive or similar plan; or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered. In the event the Company exercises its rights under the preceding sentencethis Section 3.5, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Holders upon the termination of any Suspension Event, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Holders such numbers of copies of the expiration of any period during which it exercised its rights under this Section 4.4Prospectus as so amended or supplemented as the Holders may reasonably request.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon in the advice opinion of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus such Prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with applicable law), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event more than forty-five (45) days, determined in good faith by the Chief Executive Officer of the Company or the Board to be necessary for such purpose; provided, that each day of any such suspension pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve (12)-month period pursuant to Section 2.4 hereof; and provided further that that notwithstanding the foregoing, (a) if the Company is unable to file the Registration Statement or have it declared effective, as applicable, prior to the date on which the Company’s financial statements for the nine (9)-months ended September 30, 2021 become stale, the Company shall be permitted to delay the filing of the Registration Statement, or any required amendment to the Registration Statement to include the audited financial statements of the Company for the year ended December 31, 2021, until no later than the date on which the Company would be required to file its Annual Report on Form 10-K for the year ended December 31, 2021, and (b) if the Company is required to file a post-effective amendment to the Registration Statement in order to include the audited consolidated financial statements of Leafly Holdings, Inc. for the year ended December 31, 2021 and update certain disclosures in connection therewith, the use of Registration Statement prior to the SEC’s declaration of the effectiveness of the post-effective amendment shall be suspended (together with clause (a), each an “Anticipated Suspension Event”), and each Holder agrees that the occurrence of any Anticipated Suspension Event shall not count toward the forty five (45) total calendar day period set forth above. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.4.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon in the advice opinion of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus such Prospectus to comply with applicable law, each of the Holders Investors shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with applicable law), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration registration at any time (i) time, including the filing of a Shelf Supplement for a Shelf Takedown, would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Board, would be seriously detrimental to render the Company and unable to comply with requirements under the Board concludesSecurities Act or Exchange Act, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the HoldersInvestors, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event more than forty-five (45) consecutive days, determined in good faith by the Chief Executive Officer of the Company or the Board to be necessary for such purpose. The right to delay or suspend any submission, filing, initial effectiveness or use of a Registration Statement pursuant to this Section 4 shall be exercised by the Company, in the aggregate, for not more than ninety (90) total calendar days during any twelve (12) month period, provided that such period may be extended for an additional thirty (30) days with the consent of Holders representing a majority-in-interest of the Registrable Securities, which consent shall not be unreasonably withheld. In the event the Company exercises its rights under the preceding sentence, the Holders Investors agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders Investors of the expiration of any period during which it exercised its rights under this Section 4.44. For the avoidance of doubt, any suspension under this Section 4 shall not affect an Investor’s ability to sell Registrable Securities under an exemption from registration.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from The Company shall promptly notify the Company that Holders in writing if a Registration Statement or Prospectus contains a MisstatementMisstatement and, or upon the advice receipt of counsel for such written notice from the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood Misstatement, provided that the Company hereby covenants to use commercially reasonable efforts promptly to prepare and file such any required supplement or amendment as soon as practicable correcting any Misstatement promptly after the time of such notice)notice and, or until it is advised in writing by if necessary, to request the Company that the use of the Prospectus may be resumedimmediate effectiveness thereof. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus included in respect of any Registration Statement at any time (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, (c) requires the Company to update the financial statements contained in such Registration Statement pursuant to the rules and regulations of the Commission through the filing of a post-effective amendment which is subject to potential Commission review, or (iiid) in the good faith judgement judgment of the Chief Executive Officer or Chief Financial Officer of the Company, which judgment shall be documented in writing and provided to the Holders in the form of a majority of the Boardwritten certificate signed by such officer, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action would be materially detrimental to the HoldersCompany. The Company shall have the right to defer the filing, delay, postpone or suspend (i) the filing or initial effectiveness of, or suspend continued use of, such Registration Statement, and/or (ii) the launch of any Underwritten OfferingRegistration Statement pursuant to (a), in each case, (b) or (c) for the shortest a period of time determined not more than ninety (90) days in good faith by the Company to be necessary for such purposeany three hundred and sixty (360)-day period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4Securities.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (ia) would require the Company to make an Adverse Disclosure, (iib) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control control, or (iiic) in the good faith judgement judgment of a the majority of the BoardBoard such Registration, would be seriously detrimental to the Company and the majority of the Board concludes, concludes as a result, result that it is necessary essential to defer such filing, initial effectiveness, effectiveness or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration StatementStatement for the shortest period of time, and/or but in no event more than ninety (ii90) the launch of any Underwritten Offeringconsecutive days; or more than one hundred and twenty (120) total calendar days, in each case, for the shortest period of time during any 12-month period, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately as promptly as reasonably practicable notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.4.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed and he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice)) and, or until it is advised in writing if so directed by the Company, each Holder shall deliver to the Company that (at the use Company's expense) all copies, other than permanent file copies then in such holder's possession, of the Prospectus may be resumedcovering such Registrable Securities at the time of receipt of such notice. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require under applicable law, rule or regulation the Registration Statement to contain (i) would require the Company to make an Adverse Disclosure, (ii) would require the inclusion in such Registration Statement of financial statements that are are, in the Company’s reasonable belief (upon advice of legal counsel), unavailable to the Company for reasons beyond the Company’s control or control, (ii) audited financial statements as of a date other than the Company’s fiscal year end (unless the applicable Holders agree to pay the reasonable expenses of this audit), (iii) pro forma financial statements that are required to be included in a registration statement, or if the Board determines in its reasonable good faith judgement judgment (upon advice of legal counsel) that such Registration Statement would (x) materially interfere with a majority pending significant acquisition, corporate organization or pending offering of the BoardCompany’s debt or equity securities, would be seriously detrimental to (y) require the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, make an Adverse Disclosure or (ivz) if render the majority of Company unable to comply with requirements under the BoardSecurities Act or Exchange Act, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest a reasonable period of time time, as determined in good faith by the Company to be necessary Company, but in no event for such purposemore than 60 days. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.45.4. In the event that the Company has given Holders notice of suspension of sales pursuant to this Section 5.4, the applicable time period set forth in Section 4.1.1 during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such suspension notice to and including the date on which such Holders receive notice in writing from the Company that the use of the Prospectus may be resumed.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. Each Holder will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration or Underwritten Offering at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event more than two occasions or for more than ninety (90) consecutive days, or more than one hundred and fifty (150) total calendar days, in each case during any twelve-month period, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.4.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed and he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice)) and, or until it is advised in writing if so directed by the Company, each Holder shall deliver to the Company that (at the use Company's expense) all copies, other than permanent file copies then in such holder's possession, of the Prospectus may be resumedcovering such Registrable Securities at the time of receipt of such notice. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require under applicable law, rule or regulation the Registration Statement to contain (i) would require the Company to make an Adverse Disclosure, (ii) would require the inclusion in such Registration Statement of financial statements that are are, in the Company’s reasonable belief (upon advice of legal counsel), unavailable to the Company for reasons beyond the Company’s control or control, (ii) audited financial statements as of a date other than the Company’s fiscal year end (unless the applicable Holders agree to pay the reasonable expenses of this audit), (iii) pro forma financial statements that are required to be included in a registration statement, or if the Board determines in its reasonable good faith judgement judgment (upon advice of legal counsel) that such Registration Statement would (x) materially interfere with a majority pending significant acquisition, corporate organization or pending offering of the BoardCompany’s debt or equity securities, would be seriously detrimental to (y) require the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, make an Adverse Disclosure or (ivz) if render the majority of Company unable to comply with requirements under the BoardSecurities Act or Exchange Act, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest a reasonable period of time time, as determined in good faith by the Company to be necessary Company, but in no event for such purposemore than 60 days. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4.5.4. In the event that the Company has given Holders notice of suspension of sales pursuant to this Section 5.4, the applicable time period set forth in Section 4.1.1 during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such suspension notice to and including the date on which such Holders receive notice in writing from the Company that the use of the Prospectus may be resumed. 110

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains an untrue statement of a Misstatementmaterial fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or upon necessary to make the advice statements in a Registration Statement or Prospectus (in the case of counsel for the CompanyProspectus, in the light of the circumstances under which they were made) not misleading (a “Misstatement”), the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders Investor shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed (each such period beginning upon receipt of written notice of a Misstatement and ending when the use of the Prospectus may be resumed, a “Misstatement Suspension Period”). If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the HoldersInvestor, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, of such Registration StatementStatement (each, and/or (iian “Allowable Suspension Period”) the launch of any Underwritten Offering, in each case, for the shortest period of time time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders Investor agree to suspend, immediately upon their receipt of the notice referred to above, their its use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders Investor of the expiration of any period during which it exercised its rights under this Section 4.4Section.

Suspension of Sales; Adverse Disclosure. 4.4.1 3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains or includes a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Registration Statement or Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus in respect of any Registration or Underwritten Offering at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement or Prospectus for the shortest period of time determined in good faith by time, provided, however, that the Company to be necessary may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for such purposemore than sixty consecutive calendar days, or more than one hundred-twenty total calendar days, in each case during any twelve-month period. In the event the Company exercises its rights under the preceding sentencesentences in this Section 3.4, the Holders agree to suspend, immediately upon their receipt of the notice notices referred to abovein this Section 3.4, their use of the Registration Statement or Prospectus relating to any Registration in connection with any sale resale or offer to sell other disposition of Registrable Securities until such Holder receives written notice from Securities. In addition, the Company that may delay or suspend continued use of a Registration Statement or Prospectus in respect of a Registration or Underwritten Offering to file and make effective a post-effective amendment to such sales or offers Registration Statement in connection with the filing of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. Company’s Annual Report on Form 10-K. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4.3A

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt Notwithstanding anything to the contrary in this Agreement, Holdings shall be entitled to postpone the effectiveness of written notice a Registration Statement, and from the Company that time to time to require Holders not to sell under a Registration Statement or to suspend the effectiveness thereof, for the shortest period of time determined in good faith by the Company to be necessary for such purpose, if the Registration Statement or Prospectus (i) contains a Misstatement, or upon in the advice opinion of counsel for the Company, the Company determines Holdings it is necessary to supplement or amend the prospectus such Prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company Holdings for reasons beyond the CompanyHolding’s control or control, (iii) in the good faith judgement judgment of a majority of the Board, would be seriously detrimental to the Company Holdings and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance Commission Guidance, (v) in the good faith judgment of a majority of the CommissionBoard, would materially interfere with a significant acquisition, corporate reorganization, financing, securities offering or other similar transaction involving Holdings, (vi) in the good faith judgment of a majority of the Board, would require premature disclosure of material information that Holdings has a bona fide business purpose for preserving as confidential, or (vii) would otherwise render Holdings unable to comply with requirements under the Securities Act or Exchange Act (each, a “Suspension Event”); provided, however, that Holdings may not delay or suspend a Registration Statement on more than two (2) occasions or for more than sixty (60) consecutive calendar days in each case during any comments requirements12 month period. Upon notice from Holdings of the occurrence of a Suspension Event, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Registration Statement or Prospectus correcting such Suspension Event (it being understood that Holdings hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or requests until it is advised in writing by Holdings that the use of the Commission Staff related Registration Statement or Prospectus may be resumed. If so directed by Holdings, the Holders will deliver to accountingHoldings or, disclosure in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend destroy shall not apply (i) to the filing extent the Holders are required to retain a copy of such Prospectus (A) to comply with applicable legal, regulatory, self-regulatory or initial effectiveness of, professional requirements or suspend use of, such Registration Statement, and/or (B) in accordance with a bona fide pre-existing document retention policy or (ii) the launch to copies stored electronically on archival servers as a result of any Underwritten Offering, in each case, for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4automatic data backup.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus prospectus contains a Misstatement, Misstatement or upon of the advice happening of counsel for any event of the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable lawkind described in Section 3.1.4(iv), each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, Disclosure (iias defined below) or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event more than sixty (60) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon as promptly as practicable after their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.6. “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the board of directors of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

Suspension of Sales; Adverse Disclosure. 4.4.1 Upon receipt of written notice from the Company to the Holders (or, in the case of any of the (x) JH Parties, to the JH Representative, or (y) the Acorn Shareholders, to the Acorn Representative) that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Boardcontrol, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the HoldersHolders (or, delayin the case of any of the (x) JH Parties, postpone to the JH Representative, or suspend (iy) the Acorn Shareholders, to the Acorn Representative), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, Statement for the shortest period of time time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contentsSecurities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.43.4.

Suspension of Sales; Adverse Disclosure. 4.4.1 3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon in the advice opinion of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus such Prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. 3.4.2 If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or control, (iii) in the good faith judgement judgment of a majority of the Board, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance Commission Guidance, (v) in the good faith judgment of a majority of the CommissionBoard, would materially interfere with a significant acquisition, corporate reorganization, financing, securities offering or other similar transaction involving the Company, (vi) in the good faith judgment of a majority of the Board, would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then (vii) would otherwise render the Company may, upon giving prompt written notice of such action unable to the Holders, delay, postpone or suspend (i) the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4.comply with