Common use of Suspension of Sales Clause in Contracts

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything The Company, the Manager or the Forward Seller or the Forward Purchaser may, upon notice to the contrary other parties in this Agreementwriting (including by email correspondence to each of the individuals of the other party set forth on Exhibit B, if receipt of such correspondence is actually acknowledged by any of the Company shall be entitled individuals to whom the notice is sent, other than via auto-reply) or by telephone (A) delay confirmed immediately by verifiable facsimile transmission or postpone email correspondence to each of the (i) initial effectiveness individuals of the other party set forth on Exhibit B), suspend any Registration Statement or (ii) launch sale of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementSecurities, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”)Selling Period shall immediately terminate; provided, however, that such suspension and termination shall not affect or impair any party’s obligations with respect to any Securities sold hereunder prior to the Company may not delay receipt of such notice or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty any Securities sold under any Alternative Distribution Agreement (60) consecutive calendar days, or more than ninety (90) total calendar daysincluding, in each the case during any twelve (12)-month period. Upon receipt of any written notice from Forward Hedge Securities, the obligation to enter into the resulting Forward Contract). The Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) no such notice under this Section 4 shall be effective against the Manager, the Forward Seller or the Forward Purchaser unless it will immediately discontinue offers is made to one of the individuals named on Exhibit B hereto, as such Exhibit may be amended from time to time. Each of the Manager, the Forward Seller and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company Forward Purchaser agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives no such notice that any post-shall be effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by against the Company unless otherwise required it is made to one of the individuals named on Exhibit B hereto, as such Exhibit may be amended from time to time; provided that the failure by law or subpoena. If so directed by the CompanyManager, the Holders will deliver to Forward Seller or the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation Forward Purchaser to deliver or destroy such notice shall not apply (A) in no way effect such party’s right to suspend the extent the Holders are required to retain a copy sale of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-upSecurities hereunder.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two (2) occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company NewCo shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company NewCo or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company NewCo in the applicable Registration Statement or Prospectus of material information that the Company NewCo has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company NewCo may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two (2) occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month 12) month period. Upon receipt of any written notice from the Company NewCo of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities registered securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company NewCo agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company NewCo that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company NewCo unless otherwise required by law or subpoena. If so directed by the CompanyNewCo, the Holders will deliver to the Company NewCo or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, 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 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial filing or effectiveness of any a Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementStatement, and (B) from time to time to require the Holders not to sell under any a Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, event the Board reasonably believes, upon the advice of legal counsel, believes would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, Board to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration StatementStatement for the shortest period of time, Prospectus or Underwritten Offering on more than two occasions, for but in no event more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, determined in each case during any twelve (12)-month periodgood faith by the Company to be necessary for such purpose. Upon receipt of any written notice from the Company of a the happening of any Suspension Event while during the period that a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement existsRegistration Statement or related prospectus contains any Misstatement, each Holder agrees the Holders agree that (i) it they will immediately discontinue offers and sales of Registered Securities the Shares under each such Registration Statement filed (excluding, for the avoidance of doubt, sales conducted pursuant to this Agreement Rule 144) until the Holder receives Holders receive copies of a supplemental or amended Prospectus prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions Misstatements referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales sales, and (ii) it they will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ each Holder’s sole discretion destroy, all copies of each Prospectus the prospectus covering Registrable Securities the Shares in Holders’ such Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (Ai) to the extent the Holders are Holder is required to retain a copy of such Prospectus prospectus (xa) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (yb) in accordance with a bona fide pre-existing document retention policy or (Bii) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, so long as the Registration Statement is on Form F-1 or on any other form that does not allow for forward incorporation by reference of reports and other materials filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act, the Company may suspend sales under such Registration Statement as follows (but, in any event, no single suspension event shall be entitled to exceed forty-five (45) days in any one hundred and eighty (180) day period) and in no event shall more than one suspension event exceed, in the aggregate, sixty (60) days in any twelve (12) month period: (i) for the period commencing at the time that the Company disseminates a press release announcing its preliminary financial results for any fiscal period and ending on the third (3rd) Business Day after the earlier of (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, date that the related report on Form 20-F under the Exchange Act is filed or requested pursuant to this Agreement, with the SEC and (B) from the date on which such report is required to be filed under the Exchange Act (giving effect to Rule 12b-25 promulgated thereunder); (ii) for the period commencing at the time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has disseminates a bona fide business purpose for keeping confidential and the non-disclosure press release announcing a material development that would make a statement of which a material fact in the such Registration Statement untrue or Prospectus would misleading and ending on the third (3rd) Business Day after the earlier of (A) the date that the related report on Form 6-K is filed with the SEC and (B) the date on which such report is required to be expected, in filed under the reasonable determination of the Board, upon the advice of legal counsel, Exchange Act (giving effect to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”Rule 12b-25 promulgated thereunder); provided, however, that (iii) to the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant extent necessary to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that allow any post-effective amendment has become to the Registration Statement or supplement to the prospectus to be prepared and, if necessary, filed with the SEC and, in the case of a post-effective or unless otherwise notified by the Company that it may resume such offers and sales amendment, declared effective; and (iiiv) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for a period during which the Company, in the Holders will deliver good faith opinion of the Board of Directors, determines that the disclosure of material, non-public information concerning the Company or any of its subsidiaries would be materially detrimental to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possessionCompany; provided, howeverthat the Company shall promptly notify the Designated Holders in writing (I) of the existence of such material, non-public information (provided that this obligation to deliver or destroy shall in each notice the Company will not apply (A) disclose the content of such material, non-public information to the extent Designated Holders) and the Holders are required to retain a copy date on which such suspension will begin and (II) of the date on which such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-upsuspension ends.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) filing or initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, Block Trade or Other Coordinated Offering, in each case, filed required or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, believes would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus Prospectus, Underwritten Offering, Block Trade or Underwritten Other Coordinated Offering pursuant to this Section 3.4 on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety one hundred twenty (90120) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Registrable Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoenasubpoena (in which case the applicable Holder or Holders shall use commercially reasonable efforts to give advance written notice to the Company of any such disclosure). If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the During (i) initial effectiveness of any Registration Statement or Scheduled Black-Out Period, (ii) launch upon receipt of any Underwritten Offeringwritten notice from the Company that the Board has determined, in each casegood faith, filed or requested pursuant to this Agreement, that permitting continuing offers and (B) from time to time to sales of Registrable Securities registered under a shelf Registration Statement would require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation disclosure of a transaction by material non-public information concerning the Company or its subsidiaries that at the time is pending or an event has occurrednot, which negotiationin the good faith judgment of the Board, consummation or eventin the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, the Board reasonably believes, upon the advice of legal counsel, period during which allowing such offers and sales would require additional such disclosure by (provided that (x) the Company in may not suspend use of the applicable Registration Statement pursuant to this clause (ii) for a period of more than 45 days per notice, (y) the total number of days that any such suspensions pursuant to this clause (ii) may be in effect in any 12-month period shall not exceed 90 days in the aggregate, less (without duplication) the number of days during such 12-month period in which any deferrals pursuant to Section 2.01(e) are or Prospectus of material information that have been in effect, and (z) the Company has shall not exercise its right to suspend use of a bona fide business purpose for keeping confidential and the non-disclosure of which Registration Statement pursuant to this clause (ii) more than three times in the Registration Statement aggregate in any 12-month period, less the number of deferrals pursuant to Section 2.01(e) that are or Prospectus would be expectedhave been in effect during such 12-month period), in or (iii) the reasonable determination period following receipt of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that written notice from the Company may not delay or suspend that a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, prospectus supplement contains or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company may contain an untrue statement of a Suspension Event while material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (excluding for purposes of this clause (iii) any event or circumstances to which clause (ii) could be applicable), the selling Holder or Holders and their applicable Designated Secured Lenders shall discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the termination of such Scheduled Black-Out Period or until the selling Holder receives or Holders and their applicable Designated Secured Lenders have received copies of a supplemental supplemented or amended Prospectus (which or prospectus supplement, or until the Company agrees to promptly prepare) that corrects the relevant misstatements selling Holder or omissions Holders and receives notice that any post-effective amendment has become effective or unless otherwise notified their applicable Designated Secured Lenders are advised in writing by the Company that it the use of the Prospectus and, if applicable, prospectus supplement may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoenabe resumed. If so directed by the Company, in the case of a suspension pursuant to clause (iii), the selling Holder or Holders will and their applicable Designated Secured Lenders shall deliver to the Company or(at the Company’s expense) all copies, other than permanent file copies then in Holders’ sole discretion destroytheir possession, all copies of each the Prospectus and, if applicable, prospectus supplement covering such Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to current at the extent the Holders are required to retain a copy time of receipt of such Prospectus (x) suspension notice. The Company shall use reasonable best efforts to comply with applicable legal, regulatory, self-regulatory cure any untrue statement of a material fact or professional requirements or (y) material omission in order to permit the resumption of dispositions at the earliest practicable date following a suspension in accordance with a bona fide pre-existing document retention policy or clause (B) to copies stored electronically on archival servers as a result of automatic data back-upiii).

Suspension of Sales. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, 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 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any a Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementStatement, and (B) from time to time to require the Holders not to sell under any a Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, event the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering Statement on more than two occasions, occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a the happening of any Suspension Event while during the period that a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement existsRegistration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, each Holder in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Holders agrees that (i) it they will immediately discontinue offers and sales of Registered Securities the Shares under each such Registration Statement filed (excluding, for the avoidance of doubt, sales conducted pursuant to this Agreement Rule 144) until the Holder receives Holders receive copies of a supplemental or amended Prospectus prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements misstatement(s) or omissions omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales sales, and (ii) it they will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ each Holder’s sole discretion destroy, all copies of each Prospectus the prospectus covering Registrable Securities the Shares in Holders’ such Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (Ai) to the extent the Holders are Holder is required to retain a copy of such Prospectus prospectus (xa) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (yb) in accordance with a bona fide pre-existing document retention policy or (Bii) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (Aa) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (Bb) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Registrable Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything Upon (a) receipt of any notice from the Company that: (i) the SEC has issued a stop order suspending the effectiveness of any Registration Statement, or has initiated or threatened any proceeding for such purpose; (ii) the Company has received a notification with respect to the contrary suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in this Agreementany jurisdiction, or the initiation of any proceeding for such purpose; (iii) the SEC has made a request for an amendment or supplement to any Registration Statement or any Prospectus or (iv) any Registration Statement or any Prospectus relating thereto is found to contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (a “Misstatement”); or (b) receipt of written notice from the Company that the Company’s Board of Directors has determined, in good faith, based upon the advice of counsel, that a registration or disposition of Registrable Securities would require the disclosure of material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries, taken as a whole, or would adversely affect a material financing, acquisition, disposition, merger, reorganization or other comparable transaction (the written notices referred to in the preceding clauses (a) and (b), each, a “Suspension Notice”), the Company shall be entitled entitled, for a reasonable period of time, to (A) delay or postpone the (i) initial filing or effectiveness of any Registration Statement of, or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereofof, if such Registration Statement (or any amendment thereto) or suspend the negotiation or consummation use of a transaction by the Company or its subsidiaries is pending or an event has occurredany related Prospectus and, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company except in the applicable case of Section 2.4(a)(iii) or Section 2.4(a)(iv) above, as applicable, shall not be required to amend or supplement such Registration Statement Statement, any related Prospectus or Prospectus any document incorporated by reference therein, and Investor shall forthwith discontinue disposition of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registrable Securities pursuant to such Registration Statement or Prospectus would be expectedStatement, until, in the reasonable determination case of the BoardSection 2.4(a)(iii) or Section 2.4(a)(iv) above, upon the advice of legal counselas applicable, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt Investor has received copies of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental supplemented or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements any Misstatement, or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified until Investor is advised in writing by the Company that it the use of the Prospectus may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoenabe resumed. If so directed by the CompanyCompany in connection with a Prospectus subject to a suspension of sales under this Section 2.4, the Holders will Investor shall deliver to the Company or(at the Company’s expense) all copies, other than permanent file copies then in Holders’ sole discretion destroyInvestor’s possession, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus as soon as reasonably practicable following receipt of such notice. In the case of clauses (xa)(iv) to comply with applicable legaland (b) of this Section 2.4, regulatory, self-regulatory or professional requirements or (y) notice from the Company that disposition of Registrable Securities may resume shall be given not later than ninety (90) days after the Suspension Notice and (z) at least thirty (30) days shall elapse between such notice and any subsequent Suspension Notice. The Company shall use its commercially reasonable efforts to minimize the duration of any suspension under this Section 2.4, which shall not, in accordance with a bona fide pre-existing document retention policy or the case of clauses (Ba)(iv) to copies stored electronically on archival servers as a result and (b) of automatic data back-upthis Section 2.4, exceed ninety days in any twelve month period.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement or Prospectus filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements Misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything (a) Prior to the contrary sale or distribution of any Registrable Securities pursuant to a registration statement that is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC), the Investor shall give at least two (2) Business Days prior written notice thereof to the Company (a “Sale Notice”) and the Investor (and any participating Permitted Holders) shall not sell or distribute any Registrable Securities unless the Investor has timely provided such Sale Notice and, subject to the Shelf Suspension period described below, until the expiration of such 2-Business Day period. If in this Agreementresponse to a Sale Notice, the Company shall be entitled provide to the Investor a certificate signed by the Chief Executive Officer of the Company stating that the Company would have to make an Adverse Disclosure (Aas determined pursuant to the definition thereof) delay or postpone (the “Shelf Restriction”), then the Company may, by written notice thereof to the Investor (ia “Shelf Suspension Notice”), suspend use of the registration statement by the Investor (and any participating Permitted Holders) initial effectiveness until the expiration of the Shelf Restriction (a “Shelf Suspension”); provided that the period of any Registration Statement such Shelf Suspension may not exceed the Suspension Period set forth in Section 2(d). In the case of a Shelf Suspension, the Investor (and any participating Permitted Holder) agrees to suspend use of the applicable prospectus and any issuer free writing prospectuses in connection with any sale or (ii) launch purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the Shelf Suspension Notice referred to above. The Company shall immediately notify the Investor upon the termination of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementShelf Suspension, and (B) from time either confirm that the registration statement can be used or supplement or make amendments to time the registration statement to require the Holders not to sell under any Registration Statement or Prospectus or to suspend extent required by the effectiveness thereof, if the negotiation or consummation of a transaction registration form used by the Company for the Shelf Registration or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in Securities Act or the applicable Registration Statement rules or Prospectus of material information that regulations promulgated thereunder and promptly notify the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month periodInvestor thereof. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the The Company agrees to promptly prepare) that corrects not deliver a Shelf Suspension Notice to the relevant misstatements Investor or omissions otherwise inform the Investor of a Shelf Restriction unless and receives notice that any post-effective amendment has become effective or unless otherwise notified by until the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by Investor delivers a Sale Notice to the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything (a) Prior to the contrary sale or distribution of any Registrable Securities pursuant to a registration statement that is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC), the Investor shall give at least two (2) Business Days prior written notice thereof to the Company (a “Sale Notice”) and the Investor shall not sell or distribute any Registrable Securities unless it has timely provided such Sale Notice and, subject to the Shelf Suspension period described below, until the expiration of such 2-Business Day period. If in this Agreementresponse to a Sale Notice, the Company shall be entitled provide to the Investor a certificate signed by the Chief Executive Officer of the Company stating that the Company would have to make an Adverse Disclosure or the Company is in a Scheduled Black-out Period (A) delay the “Shelf Restriction”), then the Company may, by written notice thereof to the Investor (a “Shelf Suspension Notice”), suspend use of the registration statement by the Investor until the expiration of the Shelf Restriction (a “Shelf Suspension”). In the case of a Shelf Suspension, the Investor agrees to suspend use of the applicable prospectus and any issuer free writing prospectuses in connection with any sale or postpone purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the (i) initial effectiveness Shelf Suspension Notice referred to above. The Company shall immediately notify the Investor upon the termination of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementShelf Suspension, and (B) from time either confirm that the registration statement can be used or supplement or make amendments to time the registration statement to require the Holders not to sell under any Registration Statement or Prospectus or to suspend extent required by the effectiveness thereof, if the negotiation or consummation of a transaction registration form used by the Company for the Shelf Registration or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in Securities Act or the applicable Registration Statement rules or Prospectus of material information that regulations promulgated thereunder and promptly notify the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month periodInvestor thereof. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the The Company agrees to promptly prepare) that corrects not deliver a Shelf Suspension Notice to the relevant misstatements Investor or omissions otherwise inform the Investor of a Shelf Restriction unless and receives notice that any post-effective amendment has become effective or unless otherwise notified by until the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by Investor delivers a Sale Notice to the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (Aa) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, Agreement and (Bb) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two (2) occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (iA) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements Misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (iiB) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A1) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B2) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to If and whenever the contrary in this Agreementdetermination of net asset value is suspended and until such suspension is terminated, no further orders for shares shall be processed by Distributors except such unconditional orders as may have been placed with Distributors before it had knowledge of the suspension. In addition, the Company Issuer reserves the right to suspend sales and Distributors' authority to process orders for shares on behalf of the Issuer if, in the judgment of the Issuer, it is in the best interests of the Issuer to do so. Suspension will continue for such period as may be determined by the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee on behalf of Distributors and, unless otherwise agreed upon by the issuer and Distributors, Distributors shall be entitled to receive all of such fees. 6. Solicitation of Sales - In consideration of these rights granted to Distributors, Distributors agrees to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the Issuer. This shall not prevent Distributors from entering into like arrangements (Aincluding arrangements involving the payment of underwriting commissions) delay with other issuers. This does not obligate Distributors to register as a broker or postpone dealer under the (i) initial effectiveness Blue Sky Laws of any jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered. If a sales charge is in effect, Distributors shall have the right to enter into sales agreements with dealers of its choice for the sale of shares of the Issuer to the public at the public offering price only and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. 7. Authorized Representations - Distributors is not authorized by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (ii) launch as these registration statements), Prospectuses and Statements of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) Additional Information may be amended from time to time to require the Holders not to sell under any Registration Statement time), or Prospectus contained in shareholder reports or to suspend the effectiveness thereof, if the negotiation other material that may be prepared by or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination on behalf of the Board, upon the advice of legal counsel, Issuer for Distributors' use. This shall not be construed to cause the Registration Statement prevent Distributors from preparing and distributing sales literature or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if other material as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers deem appropriate. 8. Portfolio Securities - Portfolio securities of the Issuer may be bought or sold by or through Distributors, and sales and (ii) it will maintain Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoenaIssuer. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up9.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two (2) occasions, for more than sixty (60) consecutive calendar days, or more than ninety one hundred-twenty (90120) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, (x) pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any Registration Statement or Prospectus shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement or Prospectus covering such Registrable Securities until such holder receives the supplemented or amended Prospectus or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all written copies, other than permanent file copies then in such holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice, or (y) if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”)) or would require the inclusion in such Registration Statement or Prospectus of financial statements that are unavailable to the Company for reasons beyond the Company’s control; provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, days in each case during any twelve (12)-month 12) month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales provided for the avoidance of doubt, that the foregoing shall not restrict or otherwise affect the consummation of any sale pursuant to a contract entered into or order placed by a Holder prior to receipt of notice of the Suspension Event and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (Aa) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (Bb) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Registerable Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything (a) Prior to the contrary sale or distribution of any Registrable Securities pursuant to a registration statement that is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC), each Investor shall give at least two (2) Business Days prior written notice thereof to the Company (a “Sale Notice”) and such Investor shall not sell or distribute any Registrable Securities unless it has timely provided such Sale Notice and, subject to the Shelf Suspension period described below, until the expiration of such 2-Business Day period. If in this Agreementresponse to a Sale Notice, the Company shall be entitled provide to such Investor a certificate signed by the Chief Executive Officer of the Company stating that the Company is in a Suspension Period in accordance with Section 2(e) or the Company is in a Scheduled Black-out Period (A) delay the “Shelf Restriction”), then the Company may, by written notice thereof to such Investor (a “Shelf Suspension Notice”), suspend use of the registration statement by such Investor until the expiration of the Shelf Restriction (a “Shelf Suspension”). In the case of a Shelf Suspension, such Investor agrees to suspend use of the applicable prospectus and any issuer free writing prospectuses in connection with any sale or postpone purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the (i) initial effectiveness Shelf Suspension Notice referred to above. The Company shall immediately notify such Investor upon the termination of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementShelf Suspension, and (B) from time either confirm that the registration statement can be used or supplement or make amendments to time the registration statement to require the Holders not to sell under any Registration Statement or Prospectus or to suspend extent required by the effectiveness thereof, if the negotiation or consummation of a transaction registration form used by the Company for the Shelf Registration or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in Securities Act or the applicable Registration Statement rules or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential regulations promulgated thereunder and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each promptly notify such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month periodInvestor thereof. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the The Company agrees to promptly prepare) that corrects the relevant misstatements not deliver a Shelf Suspension Notice to such Investor or omissions otherwise inform such Investor of a Shelf Restriction unless and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume until such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by Investor delivers a Sale Notice to the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay The Issuer shall promptly notify each holder of Registrable Securities (A) upon discovery that, or postpone upon the happening of any event as a result of which, the Prospectus or the Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or any event specified in clause (ib) initial below; (B) of the issuance by the Commission of any stop order suspending the effectiveness of any the Registration Statement or (iiC) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction request by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose Commission for keeping confidential and the non-disclosure of which in (I) amendments to the Registration Statement or Prospectus would any document incorporated or deemed to be expected, incorporated by reference in the reasonable determination Registration Statement, (II) supplements to the Prospectus or (III) additional information. Immediately following any such event (x) upon the request of the BoardIssuer, upon the advice holders of legal counselRegistrable Securities shall suspend the use of the Prospectus and shall not sell any Registrable Securities until such holder has received copies of the supplemented or amended Prospectus or until it is advised by the Issuer that the Prospectus may be used, and (y) the Issuer shall use commercially reasonable efforts to, as promptly as practicable or in the case of an event specified in clause (b) below, by the end of the Deferral Period (as defined below), prepare and file a post-effective amendment to cause the Registration Statement or a supplement to the related Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, or any document that would be incorporated by reference into the Registration Statement and Prospectus so that the Company may Registration Statement does not delay contain any untrue statement of a material fact or suspend omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and thereafter deliver to the holders of the Registrable Securities a reasonable number of copies of the supplement to amendment of such Prospectus complying with the foregoing, and, in the case of a post-effective amendment to a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant use commercially reasonable efforts to this Agreement cause it to be declared effective as promptly as is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-upreasonably practicable.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Registrable Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (Ai) delay or postpone the (iA) initial effectiveness of any Registration Statement or (iiB) launch of any Underwritten Offering, Block Trade or Other Coordinated Offering, in each case, filed or requested pursuant to this Agreement, and (Bii) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material non-public information that regarding the Company that it has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering, Block Trade or Other Coordinated Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Registrable Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions Misstatements and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, so long as the Registration Statement is on Form F-1 or on any other form that does not allow for forward incorporation by reference of reports and other materials filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act, the Company may suspend sales under such Registration Statement as follows (but, in any event, no single suspension event shall be entitled to exceed forty-five (45) days in any one hundred and eighty (180) day period) and in no event shall more than one suspension event exceed, in the aggregate, sixty (60) days in any twelve (12) month period: (i) for the period commencing at the time that the Company disseminates a press release announcing its preliminary financial results for any fiscal period and ending on the third (3rd) Business Day after the earlier of (A) delay the date that the related report on Form 20-F or postpone Form 6-K under the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, Exchange Act is filed or requested pursuant to this Agreement, with the SEC and (B) from the date on which such report is required to be filed under the Exchange Act (giving effect to Rule 12b-25 promulgated thereunder); (ii) for the period commencing at the time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has disseminates a bona fide business purpose for keeping confidential and the non-disclosure press release announcing a material development that would make a statement of which a material fact in the such Registration Statement untrue or Prospectus would misleading and ending on the third (3rd) Business Day after the earlier of (A) the date that the related report on Form 6-K is filed with the SEC and (B) the date on which such report is required to be expected, in filed under the reasonable determination of the Board, upon the advice of legal counsel, Exchange Act (giving effect to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”Rule 12b-25 promulgated thereunder); provided, however, that (iii) to the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant extent necessary to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that allow any post-effective amendment has become to the Registration Statement or supplement to the prospectus to be prepared and, if necessary, filed with the SEC and, in the case of a post-effective or unless otherwise notified by the Company that it may resume such offers and sales amendment, declared effective; and (iiiv) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for a period during which the Company, in the Holders will deliver good faith opinion of the Board of Directors, determines that the disclosure of material, non-public information concerning the Company or any of its subsidiaries would be materially detrimental to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possessionCompany; provided, howeverthat the Company shall promptly notify the Designated Holders in writing (I) of the existence of such material, non-public information (provided that this obligation to deliver or destroy shall in each notice the Company will not apply (A) disclose the content of such material, non-public information to the extent Designated Holders) and the Holders are required to retain a copy date on which such suspension will begin and (II) of the date on which such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-upsuspension ends.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, Upon receipt of written notice from the Company shall be entitled to that (Aa) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any a Registration Statement or Prospectus contains a Misstatement or (b) in the reasonable determination of the Company, there exist circumstances not yet disclosed to suspend the effectiveness thereofpublic which would be required to be disclosed in such Registration Statement and the disclosure of which would be materially harmful to the Company, if each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of the negotiation supplemented or consummation of a transaction amended Prospectus required by Section 5(l) hereof, or until such Holder is advised in writing by the Company or its subsidiaries is pending or an event has occurredthat the use of the Prospectus may be resumed, which negotiationand, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure if so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the applicable Registration Statement or Prospectus covering such Registrable Securities current at the time of material information receipt of such notice. The Company shall use all commercially reasonable efforts to minimize the length of such suspension of sales, provided, that the Company has may require the suspension of sales for a bona fide business purpose for keeping confidential and period of ninety (90) calendar days in the non-event that the disclosure of which in the Registration Statement or Prospectus would be expectedany circumstances, in the reasonable determination of the BoardCompany, upon would be harmful in any material respect to the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); providedCompany. In no event, however, shall the aggregate period of time that the Company may not delay postpones the filing or suspend a declaration of effectiveness of any Registration Statement pursuant to Section 5, above, or suspends sales of Registrable Securities pursuant to this Section 9 under any Registration Statement, Prospectus or Underwritten Offering on more than two occasionstaken together with all such other periods with respect to such Registrations Statement exceed, for more than sixty (60) consecutive calendar daysin the aggregate, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything Each Holder agrees by acquisition of any Securities that, upon receipt of any notice (a “Sale Suspension Notice” and together with a Conversion Suspension Notice, a “Suspension Notice”) from Coachmen of the happening of any event of the kind described in Sections 2.2(f)(v) or (xx), such Holder shall forthwith discontinue disposition of Resale Shares pursuant to any applicable registration statement (but may do so otherwise if an exemption from registration is available) until such Holder’s receipt of the contrary copies of the supplemented or amended prospectus, or until it is advised in this Agreementwriting by Coachmen that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus (the “Sale Recommencement Date” and together with a Conversion Recommencement Date, a “Recommencement Date”). In the event Coachmen gives a Sale Suspension Notice, the Company required time period for effectiveness of a registration statement pursuant to a Demand Registration or Piggyback Registration set forth in Section 2.2(f)(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the Sale Recommencement Date. After giving a Sale Suspension Notice, Coachmen shall use its best efforts to ensure that the Sale Recommencement Date occurs as soon as possible. Notwithstanding the foregoing provisions of this Section 2.5(b), Coachmen shall not under any circumstances be entitled to (A) delay suspend the disposition of Resale Shares pursuant to a Demand Registration or postpone the Piggyback Registration for more than (i) initial effectiveness of ten (10) days in any Registration Statement three (3) month period or (ii) launch of any Underwritten Offering, thirty (30) days in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month 12) month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything (a) Prior to the contrary sale or distribution of any Registrable Securities pursuant to a registration statement that is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC), the Investor shall give at least two (2) Business Days prior written notice thereof to the Company (a "Sale Notice") and the Investor shall not sell or distribute any Registrable Securities unless it has timely provided such Sale Notice and, subject to the Shelf Suspension period described below, until the expiration of such 2-Business Day period. If in this Agreementresponse to a Sale Notice, the Company shall be entitled provide to the Investor a certificate signed by the Chief Executive Officer of the Company stating that the Company would have to make an Adverse Disclosure or the Company is in a Scheduled Black-out Period (A) delay the "Shelf Restriction"), then the Company may, by written notice thereof to the Investor (a "Shelf Suspension Notice"), suspend use of the registration statement by the Investor until the expiration of the Shelf Restriction (a "Shelf Suspension"). In the case of a Shelf Suspension, the Investor agrees to suspend use of the applicable prospectus and any issuer free writing prospectuses in connection with any sale or postpone purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the (i) initial effectiveness Shelf Suspension Notice referred to above. The Company shall immediately notify the Investor upon the termination of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementShelf Suspension, and (B) from time either confirm that the registration statement can be used or supplement or make amendments to time the registration statement to require the Holders not to sell under any Registration Statement or Prospectus or to suspend extent required by the effectiveness thereof, if the negotiation or consummation of a transaction registration form used by the Company for the Shelf Registration or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in Securities Act or the applicable Registration Statement rules or Prospectus of material information that regulations promulgated thereunder and promptly notify the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month periodInvestor thereof. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the The Company agrees to promptly prepare) that corrects not deliver a Shelf Suspension Notice to the relevant misstatements Investor or omissions otherwise inform the Investor of a Shelf Restriction unless and receives notice that any post-effective amendment has become effective or unless otherwise notified by until the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by Investor delivers a Sale Notice to the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything The Company may, upon written notice to a Holder, suspend such Holder's use of the contrary Prospectus (which is a part of the Shelf Registration Statement) for a reasonable period of time (not to exceed 90 days for all such suspensions in this Agreement, the Company shall be entitled to (Aany consecutive 12-month period) delay or postpone the if: (i) initial effectiveness the Company is in possession of any Registration Statement or material non-public information, (ii) launch the Board of any Underwritten Offering, Directors of the Company determines (based on advice of counsel) that such suspension is necessary in each case, filed or requested pursuant order to this Agreementavoid a requirement to disclose such material non-public information, and (Biii) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation Board of a transaction by Directors of the Company or its subsidiaries determines in good faith that disclosure of such material non-public information is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company not in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination best interests of the Board, Company. Each Holder severally agrees that upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a the happening of any event of the kind described in Sections 3(c)(ii), 3(c)(iii), 3(c)(iv) or 3(c)(v) hereof, such Holder will forthwith discontinue disposition of the Common Stock covered by the Shelf Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that Prospectus (iother than in lawful transactions exempt from the registration requirements under the Securities Act) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the such Holder receives copies of a supplemental the supplemented or amended Prospectus contemplated by Section 3(j) hereof, if applicable, or until it is advised in writing (which the Company agrees to promptly prepare"Advice") that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it the use of the applicable Prospectus may resume such offers and sales and (ii) it will maintain be resumed. In the confidentiality of information included in event that the Company shall give any such written notice delivered contemplated by this Section 2(d), the Effectiveness Period shall be extended by the Company unless otherwise required by law or subpoena. If so directed by number of days during the Company, period from and including the Holders will deliver date of the giving of such written notice to and including the Company or, in Holders’ sole discretion destroy, all date when such Holder shall have received copies of each the supplemented or amended Prospectus covering Registrable Securities in Holders’ possessioncontemplated by Section 3(j) hereof or shall have received the Advice; provided, however, that no such extension shall apply if the notice is given pursuant to this obligation to deliver or destroy shall not apply (ASection 2(d) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-upa change in the Holders or any information provided by the Holders for inclusion in the Shelf Registration Statement or Prospectus.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-upbackup.

Suspension of Sales. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, 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 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial filing or effectiveness of any a Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementStatement, and (B) from time to time to require the Holders not to sell under any a Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, event the Board reasonably believes, upon the advice of legal counsel, believes would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, Board to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration StatementStatement for the shortest period of time, Prospectus or Underwritten Offering on but in no event more than two occasions, for more than sixty thirty (6030) consecutive calendar days, or more than ninety (90) total calendar days, determined in each case during any twelve (12)-month periodgood faith by the Company to be necessary for such purpose. Upon receipt of any written notice from the Company of a the happening of any Suspension Event while during the period that a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement existsRegistration Statement or related prospectus contains any Misstatement, each Holder agrees the Holders agree that (i) it they will immediately discontinue offers and sales of Registered Securities the Shares under each such Registration Statement filed (excluding, for the avoidance of doubt, sales conducted pursuant to this Agreement Rule 144) until the Holder receives Holders receive copies of a supplemental or amended Prospectus prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions Misstatements referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales sales, and (ii) it they will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ each Holder’s sole discretion destroy, all copies of each Prospectus the prospectus covering Registrable Securities the Shares in Holders’ such Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (Ai) to the extent the Holders are Holder is required to retain a copy of such Prospectus prospectus (xa) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (yb) in accordance with a bona fide pre-existing document retention policy or (Bii) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything Upon (a) receipt of any notice from the Company that: (i) the SEC has issued a stop order suspending the effectiveness of any Registration Statement, or has initiated or threatened any proceeding for such purpose; (ii) the Company has received a notification with respect to the contrary suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in this Agreementany jurisdiction, or the initiation of any proceeding for such purpose; (iii) the SEC has made a request for an amendment or supplement to any Registration Statement or any Prospectus or (iv) any Registration Statement or any Prospectus relating thereto is found to contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (a “Misstatement”); or (b) receipt of written notice from the Company that the Company’s Board of Directors has determined, in good faith, based upon the advice of counsel, that a registration or disposition of Registrable Securities would require the disclosure of material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries, taken as a whole, or would adversely affect a material proposed financing, acquisition, disposition, merger, reorganization or other comparable transaction (the written notices referred to in the preceding clauses (a) and (b), each, a “Suspension Notice”), the Company shall be entitled entitled, for a reasonable period of time, to (A) delay or postpone the (i) initial filing or effectiveness of any Registration Statement of, or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereofof, if such Registration Statement (or any amendment thereto) or suspend the negotiation or consummation use of a transaction by the Company or its subsidiaries is pending or an event has occurredany related Prospectus and, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company except in the applicable case of Section 2.4(a)(iii) or Section 2.4(a)(iv) above, as applicable, shall not be required to amend or supplement such Registration Statement Statement, any related Prospectus or Prospectus any document incorporated by reference therein, and Investor and its Affiliates shall forthwith discontinue disposition of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registrable Securities pursuant to such Registration Statement or Prospectus would be expectedStatement, until, in the reasonable determination case of the BoardSection 2.4(a)(iii) or Section 2.4(a)(iv) above, upon the advice of legal counselas applicable, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt Investor and its Affiliates have received copies of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental supplemented or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements any Misstatement, or omissions until Investor and receives notice that any post-effective amendment has become effective or unless otherwise notified its Affiliates are advised in writing by the Company that it the use of the Prospectus may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoenabe resumed. If so directed by the CompanyCompany in connection with a Prospectus subject to a suspension of sales under this Section 2.4, the Holders will Investor and its Affiliates shall deliver to the Company or(at the Company’s expense) all copies, other than permanent file copies then in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in HoldersInvestor’s and its Affiliates’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus as soon as reasonably practicable following receipt of such notice. In the case of clauses (xa)(iv) to comply with applicable legaland (b) of this Section 2.4, regulatory, self-regulatory or professional requirements or (y) notice from the Company that disposition of Registrable Securities may resume shall be given not later than ninety (90) days after the Suspension Notice and (z) at least thirty (30) days shall elapse between such notice and any subsequent Suspension Notice. The Company shall use its commercially reasonable efforts to minimize the duration of any suspension under this Section 2.4, which shall not, in accordance with a bona fide pre-existing document retention policy or the case of clauses (Ba)(iv) to copies stored electronically on archival servers as a result and (b) of automatic data back-upthis Section 2.4, exceed ninety (90) days in any twelve month period.

Suspension of Sales. Notwithstanding anything (a) Prior to the contrary sale or distribution of any Registrable Securities pursuant to a registration statement that is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC), each Investor shall give at least two (2) Business Days prior written notice thereof to the Company (a "Sale Notice") and such Investor shall not sell or distribute any Registrable Securities unless it has timely provided such Sale Notice and, subject to the Shelf Suspension period described below, until the expiration of such 2-Business Day period. If in this Agreementresponse to a Sale Notice, the Company shall be entitled provide to such Investor a certificate signed by the Chief Executive Officer of the Company stating that the Company would have to make an Adverse Disclosure or the Company is in a Scheduled Black-out Period (A) delay the "Shelf Restriction"), then the Company may, by written notice thereof to such Investor (a "Shelf Suspension Notice"), suspend use of the registration statement by such Investor until the expiration of the Shelf Restriction (a "Shelf Suspension"). In the case of a Shelf Suspension, such Investor agrees to suspend use of the applicable prospectus and any issuer free writing prospectuses in 11 connection with any sale or postpone purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the (i) initial effectiveness Shelf Suspension Notice referred to above. The Company shall immediately notify such Investor upon the termination of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementShelf Suspension, and (B) from time either confirm that the registration statement can be used or supplement or make amendments to time the registration statement to require the Holders not to sell under any Registration Statement or Prospectus or to suspend extent required by the effectiveness thereof, if the negotiation or consummation of a transaction registration form used by the Company for the Shelf Registration or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in Securities Act or the applicable Registration Statement rules or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential regulations promulgated thereunder and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each promptly notify such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month periodInvestor thereof. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the The Company agrees to promptly prepare) that corrects the relevant misstatements not deliver a Shelf Suspension Notice to such Investor or omissions otherwise inform such Investor of a Shelf Restriction unless and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume until such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by Investor delivers a Sale Notice to the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything 5.1 Prior to the contrary sale or distribution of any Registrable Securities pursuant to a registration statement that is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC), the Investor shall give at least two (2) Business Days prior written notice thereof to the Company (a “Sale Notice”) and the Investor (and any participating Permitted Holders) shall not sell or distribute any Registrable Securities unless the Investor has timely provided such Sale Notice and, subject to the Shelf Suspension period described below, until the expiration of such 2-Business Day period. If in this Agreementresponse to a Sale Notice, the Company shall be entitled provide to the Investor a certificate signed by the Chief Executive Officer of the Company stating that the Company would have to make an Adverse Disclosure (Aas determined pursuant to the definition thereof) delay or postpone (the “Shelf Restriction”), then the Company may, by written notice thereof to the Investor (ia “Shelf Suspension Notice”), suspend use of the registration statement by the Investor (and any participating Permitted Holders) initial effectiveness until the expiration of the Shelf Restriction (a “Shelf Suspension”); provided that the period of any Registration Statement such Shelf Suspension may not exceed the Suspension Period set forth in 1.4. In the case of a Shelf Suspension, the Investor (and any participating Permitted Holder) agrees to suspend use of the applicable prospectus and any issuer free writing prospectuses in connection with any sale or (ii) launch purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the Shelf Suspension Notice referred to above. The Company shall immediately notify the Investor upon the termination of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementShelf Suspension, and (B) from time either confirm that the registration statement can be used or supplement or make amendments to time the registration statement to require the Holders not to sell under any Registration Statement or Prospectus or to suspend extent required by the effectiveness thereof, if the negotiation or consummation of a transaction registration form used by the Company for the Shelf Registration or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in Securities Act or the applicable Registration Statement rules or Prospectus of material information that regulations promulgated thereunder and promptly notify the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month periodInvestor thereof. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the The Company agrees to promptly prepare) that corrects not deliver a Shelf Suspension Notice to the relevant misstatements Investor or omissions otherwise inform the Investor of a Shelf Restriction unless and receives notice that any post-effective amendment has become effective or unless otherwise notified by until the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by Investor delivers a Sale Notice to the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, 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 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any a Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementStatement, and (B) from time to time to require the Holders not to sell under any a Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, event the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering Statement on more than two occasions, occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month month period. Upon receipt of any written notice from the Company of a the happening of any Suspension Event while during the period that a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement existsRegistration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, each Holder in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Holders agrees that (i) it they will immediately discontinue offers and sales of Registered Securities the Shares under each such Registration Statement filed (excluding, for the avoidance of doubt, sales conducted pursuant to this Agreement Rule 144) until the Holder receives Holders receive copies of a supplemental or amended Prospectus prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements misstatement(s) or omissions omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales sales, and (ii) it they will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ each Holder’s sole discretion destroy, all copies of each Prospectus the prospectus covering Registrable Securities the Shares in Holders’ such Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (Ai) to the extent the Holders are Holder is required to retain a copy of such Prospectus prospectus (xa) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (yb) in accordance with a bona fide pre-existing document retention policy or (Bii) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial submission, filing or effectiveness of any a Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementStatement, and (B) from time to time to require the Holders not to sell Registrable Securities under any the Registration Statement or Prospectus or to suspend the effectiveness thereof, if the Company determines that in order for such Registration Statement not to contain a Misstatement, (x) an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, (y) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, event that the Board Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable such Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the such Registration Statement or Prospectus would be expected, in the reasonable determination of the BoardCompany’s board of directors, upon the advice of legal counsel, to cause the cause, such Registration Statement or Prospectus to fail to comply with applicable disclosure requirements requirements, or (z) in the good faith judgment of the Company’s board of directors, such submission, filing or effectiveness or use of such Registration Statement, would be detrimental to the Company, and the Company’s board of directors concludes that such submission, filing or effectiveness should be delayed or postponed (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering Statement on more than two occasions, three occasions or for more than sixty ninety (6090) consecutive calendar days, or more than ninety one hundred and twenty (90120) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a the happening of any Suspension Event while during the period that a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains a Misstatement existsMisstatement, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered the Registrable Securities under each such Registration Statement filed (excluding, for the avoidance of doubt, sales conducted pursuant to this Agreement Rule 144) until the such Holder receives copies of a supplemental or amended Prospectus prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions Misstatement referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law or subpoenalaw. If so directed by the Company, the Holders each Holder will deliver to the Company or, in Holders’ such Holder’s sole discretion destroy, all copies of each Prospectus the prospectus covering the Registrable Securities in Holders’ such Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (Ai) to the extent the Holders are such Holder is required to retain a copy of such Prospectus prospectus (xa) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (yb) in accordance with a bona fide pre-existing document retention policy or (Bii) to copies stored electronically on archival servers as a result of automatic data back-up. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.05.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Shelf Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Shelf Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Shelf Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Shelf Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Shelf Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Shelf Registration Statement, or Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Shelf Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Shelf Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus Prospectus, (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Shelf Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement Shelf Registration, Prospectus or Short Form Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement Shelf Registration, Prospectus, Preliminary Short Form Prospectus or Short Form Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement Shelf Registration, Prospectus, Preliminary Short Form Prospectus or Short Form Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement Shelf Registration, Prospectus, Preliminary Short Form Prospectus or Short Form Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration StatementShelf Registration, Prospectus, Preliminary Short Form Prospectus or Short Form Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Shelf Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Shelf Registration Statement or Short Form Prospectus filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus or Short Form Prospectus, as applicable (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus, Preliminary Short Form Prospectus and/or Short Form Prospectus, as applicable, covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus, Preliminary Short Form Prospectus and/or Short Form Prospectus, as applicable, (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything Any other provisions of this Agreement notwithstanding, upon receipt by the Registered Holder of a written notice signed by the chief executive officer, chief operating officer or chief financial officer of Holdings to the contrary in this Agreementeffect set forth below, the Company Holdings shall not be entitled obligated during a reasonable period of time thereafter to (A) delay or postpone the (i) initial effectiveness of effect any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested registrations pursuant to this Agreement, and (B) from time to time to require the Holders Registered Holder agrees that it will immediately suspend sales of shares under any effective registration statement for a reasonable period of time, in either case not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than exceed ninety (90) total calendar days, at any time at which, in each case Holdings' reasonable judgment, (i) there is a development involving Holdings or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of Holdings or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of Holdings' assets, to which Holdings or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed or sales by the Registered Holder pursuant to an effective registration statement are suspended in accordance with this Section 5, there shall be added to the period during any twelve (12)-month periodwhich Holdings is obligated to keep a registration effective the number of days for which the registration was postponed or sales were suspended pursuant to this Section 5. Upon The Registered Holder agrees that, upon receipt of any written notice from Holdings of, the Company occurrence of a Suspension Event while a Registration Statement filed any event of the kind described in subsection (e) of Section 4 above or this Section 5, the Registered Holder shall forthwith discontinue disposition of Securities pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered the registration statement covering such Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives Registered Holder's receipt of copies of a supplemental the supplemented or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If prospectus contemplated thereby, and, if so directed by the CompanyHoldings, the Holders Registered Holder will deliver to Holdings (at Holdings' expense) all copies, other than permanent file copies in such Registered Holder's possession, of the Company orprospectus covering such Securities current at the time of receipt of such notice. In the event the Holdings shall give any such notice, the period mentioned in Holders’ sole discretion destroy, all Section 4(b) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when the Registered Holder shall have received the copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver the supplemented or destroy shall not apply (Aamended prospectus contemplated by Section 4(e) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-upabove.

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company NewCo shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company NewCo or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company NewCo in the applicable Registration Statement or Prospectus of material information that the Company NewCo has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company NewCo may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two (2) occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company NewCo of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company NewCo agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company NewCo that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company NewCo unless otherwise required by law or subpoena. If so directed by the CompanyNewCo, the Holders will deliver to the Company NewCo or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything Upon receipt of notice from the Company pursuant to Section 5(a)(viii), the Searchlight Parties shall use their reasonable best efforts to as promptly as possible discontinue disposition of Registrable Securities pursuant to the contrary in this Agreement, applicable Registration Statement and Prospectus relating thereto until the Company shall be entitled to (A) delay or postpone the Searchlight Parties (i) initial effectiveness have received copies of any Registration Statement a supplemented or amended Prospectus or prospectus supplement pursuant to Section 5(a)(viii) or (ii) launch of any Underwritten Offering, is advised in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified writing by the Company that it the use of the Prospectus and, if applicable, prospectus supplement may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If be resumed, and, if so directed by the Company, the Holders will Searchlight Parties shall deliver to the Company or(at the Company’s expense) all copies, other than permanent file copies then in Holdersthe Searchlight Parties’ sole discretion destroypossession, all copies of each the Prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give such notice with regards to any Registration Statement requested pursuant to Section 2(a), (A), if such Registration Statement is already effective, the Effectiveness Period in Holders’ possession; providedrespect of such Registration Statement shall be extended by the number of days during the period from and including the date such notice is given by the Company to the date when the Company shall have (1) made available to the Searchlight Parties a supplemented or amended Prospectus or prospectus supplement pursuant to Section 5(a)(viii) or (2) advised the Searchlight Parties in writing that the use of the Prospectus and, howeverif applicable, that this obligation prospectus supplement may be resumed and (B), if such Registration Statement is not yet effective, the Selling Searchlight Parties shall be entitled to deliver or destroy withdraw such Demand Registration Request and, if they do so, such Demand Registration Request shall not apply (A) to count against the extent limitation on the Holders are required to retain a copy number of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) Demand Registration Requests set forth in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-upSection 2(a).

Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (Aa) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (Bb) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty ninety (6090) consecutive calendar days, or more than ninety one hundred twenty (90120) total calendar days, in each case during any twelve (12)-month twelve-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Registrable Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, the Holder 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 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any a Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementStatement, and (B) from time to time to require the Holders Holder not to sell under any a Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, event the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering Statement on more than two occasions, occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month month period. Upon receipt of any written notice from the Company of a the happening of any Suspension Event while during the period that a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement existsRegistration Statement or related Prospectus contains any Misstatement, each the Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities the shares under each such Registration Statement filed (excluding, for the avoidance of doubt, sales conducted pursuant to this Agreement Rule 144) until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions Misstatement(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders Holder will deliver to the Company or, in Holders’ the Holder’s sole discretion destroy, all copies of each the Prospectus covering Registrable Securities the shares in Holders’ the Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the Prospectus covering the shares shall not apply (Ai) to the extent the Holders are Holder is required to retain a copy of such Prospectus (xa) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (yb) in accordance with a bona fide pre-existing document retention policy or (Bii) to copies the extent stored electronically on archival servers as a result of automatic data back-up.

Suspension of Sales. Notwithstanding anything Subject to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction good faith determination by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believesParent, upon the advice of legal counsel, would require additional disclosure by the Company that it is in the applicable best interests of Parent to suspend the use of the Registration Statement or Prospectus Statement, following the effectiveness of material information that the Company has a bona fide business purpose for keeping confidential Registration Statement, Parent, by written notice to Basic, may direct Basic to, and to cause its Affiliates to, suspend sales of the non-disclosure of which in Registrable Securities pursuant to the Registration Statement or Prospectus would be expected, for such times as Parent reasonably may determine is necessary and advisable (but in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on no event for more than two occasions, (2) occasions or for more than sixty (60) consecutive calendar days, or in the aggregate, for more than ninety (90) total calendar days, in each case during any twelve (12)-month periodperiod commencing on the date of this Agreement), (i) if Parent shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, business combination, corporate reorganization or other transaction involving Parent, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material nonpublic material information not otherwise required to be disclosed under applicable law and (C) executive management of Parent has determined in good faith that (1) Parent has a bona fide business purpose for preserving the confidentiality of such transaction, or (2) disclosure would have a material adverse effect on Parent or Parent’s ability to consummate such transaction, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable or (ii) Parent shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein that are not solely the result of Exchange Act reports by Parent that are incorporated by reference into the Registration Statement. Upon the occurrence of any such suspension or as a result of any other event the Registration Statement ceases to be effective or unavailable (except such times as Parent is permitted hereunder to suspend the prospectus forming part of the Registration Statement and other than in the event of a stop order addressed in Section 6.03(c)(v)), Parent shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis (or if necessary to file and have declared effective a subsequent Registration Statement) or to take such action as is necessary to make resumed use of the Registration Statement, as applicable, so as to permit Basic to resume sales of the Registrable Securities as soon as possible. In the case of an event that causes Parent to suspend the use of the Registration Statement (a “Suspension Event”), Parent shall give written notice (a “Suspension Notice”) to Basic to suspend sales of the Registrable Securities pursuant to the Prospectus and such notice shall state generally the basis for the notice (and shall not contain any material non-public information) and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and Parent is using its commercially reasonable efforts to terminate suspension of the use of the Registration Statement as promptly as possible. Upon receipt of any written notice Suspension Notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement existsParent, each Holder Basic agrees that (i) it will immediately discontinue offers and sales of Registered the Registrable Securities under each the Registration Statement filed (excluding, for the avoidance of doubt, sales conducted pursuant to this Agreement Rule 144) until the Holder Basic receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) prospectus that corrects the relevant misstatements misstatement(s) or omissions omission(s) referred to above and receives notice that any post-effective amendment has become effective an End of Suspension Notice (as defined below) or unless otherwise notified by the Company Parent that it may resume such offers and sales. Basic may recommence effecting sales and (ii) it will maintain of the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver Registrable Securities pursuant to the Company orRegistration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from Parent, which End of Suspension Notice shall be given by Parent to Basic in Holders’ sole discretion destroy, all copies the manner described above promptly following the conclusion of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-upany Suspension Event and its effect.

Suspension of Sales. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, 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 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. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial filing or effectiveness of any a Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this AgreementStatement, and (B) from time to time to require the Holders not to sell under any a Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, event the Board reasonably believes, upon the advice of legal counsel, believes would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, Board to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration StatementStatement for the shortest period of time, Prospectus or Underwritten Offering on more than two occasions, for but in no event more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, determined in each case during any twelve (12)-month periodgood faith by the Company to be necessary for such purpose. Upon receipt of any written notice from the Company of a the happening of any Suspension Event while during the period that a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement existsRegistration Statement or related prospectus contains any Misstatement, each Holder agrees the Holders agree that (i) it they will immediately discontinue offers and sales of Registered Securities the Shares under each such Registration Statement filed (excluding, for the avoidance of doubt, sales conducted pursuant to this Agreement Rule 144) until the Holder receives Holders receive copies of a supplemental or amended Prospectus prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions Misstatements referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales sales, and (ii) it they will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ each Holder’s sole discretion destroy, all copies of each Prospectus the prospectus covering Registrable Securities the Shares in Holders’ such Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (Ai) to the extent the Holders are Holder is required to retain a copy of such Prospectus prospectus (xa) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (yb) in accordance with a bona fide pre-existing document retention policy or (Bii) to copies stored electronically on archival servers as a result of automatic data back-up.. ​