Common use of Suspension Period Clause in Contracts

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2. (b) After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a registration statement or post-effective amendment or supplement to the applicable registration statement or prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, the prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) Holder shall suspend the use of the Prospectus included in any Automatic Shelf Registration Statement or Registration Statement for resales of Registrable Securities pursuant to Section 2.01 and postpone the filing and suspend the use of any Registration Statement pursuant to Section 2.01, in each case during any Scheduled Black-out Period and (ii) the Company shall be entitled, from time to time, by providing prior written notice to the StockholdersHolder, to require the Stockholders Holder to suspend the use of the prospectus Prospectus included in any registration statement Automatic Shelf Registration Statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 2.01(a) or Section 4.4 2.02 or to postpone the filing or suspend the use of any registration statement Registration Statement pursuant to Section 4.2, Section 4.3 2.01(b) or Section 4.4 2.02 for a reasonable period of time not to exceed one-hundred fifty (150) 90 days in succession in any one-year period (or a longer period of time with the prior written consent of the StockholdersHolder, which consent shall not be unreasonably conditionedwithheld), withheld 180 days in the aggregate in any one-year period or delayed) three times in any one-year period (a “Suspension Period”) if (A) the Company determines in good faith that effecting the registration (or permitting sales under an effective registration) during the period specified in such notice would materially and adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the chief executive officer Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company, or (C) the Company shall determine that it is required to disclose in any such Registration Statement, Prospectus or prospectus supplement a contemplated financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6clause (ii), the Company shall furnish to the Stockholders Holder a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders Holder promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders Holder of any determination to commence a Suspension Period, the Stockholders shall Holder shall, except as required by applicable Law, keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, salesale (including sales pursuant to Rule 144), trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 2.06 shall relieve the Company of its obligations under Section 4.22.01. (b) After the expiration of any Suspension Period and without any further request from a Stockholderholder of Equity Interests, the Company shall as promptly as reasonably practicable prepare a registration statement Registration Statement or post-effective amendment or supplement to the applicable registration statement Registration Statement or prospectusProspectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, the prospectus Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, if the Company determines in good faith (because of the existence of, or in anticipation of, any acquisition, financing activity or other transaction involving the Company, the unavailability of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that effecting an underwritten offering would be materially detrimental to the Company or the holders of its EnLink Midstream Common Units, then the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 or Section 4.4 or entitled to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 such underwritten offering for a reasonable period of time not to exceed one-hundred fifty (150) 60 consecutive days in succession in any one-year period (or a longer period of time with the prior written consent of the StockholdersUnitholders, which consent shall not be unreasonably conditioned, withheld withheld) or delayed) 105 days in the aggregate in any 365-day period (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock). In the event of any such suspension pursuant to this Section 4.62.5(a), the Company shall furnish to the Stockholders each Participating Unitholder a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders each Participating Unitholder promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders Participating Unitholders of any determination to commence a Suspension Period, each Participating Unitholder shall, except as required by applicable Law, including any disclosure obligations under Section 13 of the Stockholders shall Exchange Act, keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, salesale (including sales pursuant to Rule 144), trading or transfer of any Class A EnLink Midstream Common Stock pursuant to such prospectus Units for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2. (b) After the expiration of any Suspension Period and without any further request from a Stockholderholder of Equity Interests, the Company shall as promptly as reasonably practicable prepare a registration statement Registration Statement or post-effective amendment or supplement to the applicable registration statement shelf Registration Statement or prospectusProspectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, the prospectus Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.1 or Section 4.2. (b) After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a registration statement or post-effective amendment or supplement to the applicable registration statement or prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, the prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, if the Company filing, initial effectiveness or continued use of (i) any Shelf Registration Statement for resales of Registrable Securities pursuant to ‎Section 2.01 or ‎Section 2.03 or (ii) any Registration Statement for resales of Registrable Securities pursuant to ‎Section 2.02 or ‎Section 2.03 at any time would, (A) in the good faith judgment of the Board of Directors of Boron, (i) require the disclosure of material non-public information by ▇▇▇▇▇, the premature disclosure of which at such time would be materially detrimental to Boron, or (ii) require the disclosure in any such Shelf Registration Statement or Registration Statement of a contemplated bona fide material financing, acquisition, corporate reorganization or other similar material transaction or other material event or circumstance affecting Boron, the premature disclosure of which at such time would be materially detrimental to Boron or the holders of Boron Common Stock; or (B) require the inclusion, at that time, in such Shelf Registration Statement or Registration Statement, as applicable, of financial statements of a business to be acquired, or pro forma financial statements reflecting the acquisition of such business, where the business combination has occurred, or is probable, and such financial statements are not then available to Boron for reasons beyond Boron’s control; provided, in the case of this clause (B), that Boron shall use its reasonable best efforts to obtain such financial statements as promptly as practicable, Boron shall be entitled, from time to time, by providing prior written notice delivering a certificate signed by the chief executive officer or the chief financial officer of Boron to the StockholdersShareholders certifying to the determination of the board of directors of Boron described above, to require the Stockholders Shareholders to suspend the use of the prospectus Prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 or Section 4.4 Shelf Registration Statement or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 Registration Statement for a reasonable period of time not to exceed one-hundred fifty sixty (15060) days in succession in any one-year period (or a longer period of time with the prior written consent of a majority of the StockholdersShareholders, which consent shall not be unreasonably conditionedwithheld), withheld one hundred and twenty (120) days in the aggregate in any one-year period or delayedthree (3) times in any one-year period (a “Suspension Period”) if (A) the Company is in possession ); provided that Boron shall not register any securities for sale for its own account or that of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information any other shareholder during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common StockSuspension Period. In the event of any such suspension pursuant to this Section 4.6‎Section 2.08(a), the Company Boron shall furnish to the Stockholders Shareholders a written notice setting forth the estimated length of the anticipated delay. The Company Boron will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders Shareholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. ▇▇▇▇▇ shall respond promptly to reasonable inquiry by a Shareholder as to such facts and circumstances. Upon notice by the Company Boron to the Stockholders Shareholders of any determination to commence a Suspension Period, the Stockholders Shareholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Boron Common Stock pursuant to such prospectus Prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, earlier (y) the Company Boron has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2. (b) After the expiration of any Suspension Period and without any further request from a StockholderShareholder, the Company Boron shall as promptly as reasonably practicable prepare a registration statement Registration Statement or post-effective amendment or supplement to the applicable registration statement shelf Registration Statement or prospectusProspectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, necessary so that the prospectus Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, if the Company filing, initial effectiveness or continued use of (i) any Shelf Registration Statement for resales of Registrable Securities pursuant to Section 2.01 or Section 2.03 or (ii) any Registration Statement for resales of Registrable Securities pursuant to Section 2.02 or Section 2.03 at any time would, (A) in the good faith judgment of the Board of Directors of Boron, (i) require the disclosure of material non-public information by Boron, the premature disclosure of which at such time would be materially detrimental to Boron, or (ii) require the disclosure in any such Shelf Registration Statement or Registration Statement of a contemplated bona fide material financing, acquisition, corporate reorganization or other similar material transaction or other material event or circumstance affecting Boron, the premature disclosure of which at such time would be materially detrimental to Boron or the holders of Boron Common Stock; or (B) require the inclusion, at that time, in such Shelf Registration Statement or Registration Statement, as applicable, of financial statements of a business to be acquired, or pro forma financial statements reflecting the acquisition of such business, where the business combination has occurred, or is probable, and such financial statements are not then available to Boron for reasons beyond Boron’s control; provided, in the case of this clause (B), that Boron shall use its reasonable best efforts to obtain such financial statements as promptly as practicable, Boron shall be entitled, from time to time, by providing prior written notice delivering a certificate signed by the chief executive officer or the chief financial officer of Boron to the StockholdersShareholders certifying to the determination of the board of directors of Boron described above, to require the Stockholders Shareholders to suspend the use of the prospectus Prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 or Section 4.4 Shelf Registration Statement or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 Registration Statement for a reasonable period of time not to exceed one-hundred fifty sixty (15060) days in succession in any one-year period (or a longer period of time with the prior written consent of a majority of the StockholdersShareholders, which consent shall not be unreasonably conditionedwithheld), withheld one hundred and twenty (120) days in the aggregate in any one-year period or delayedthree (3) times in any one-year period (a “Suspension Period”) if (A) the Company is in possession ); provided that Boron shall not register any securities for sale for its own account or that of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information any other shareholder during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common StockSuspension Period. In the event of any such suspension pursuant to this Section 4.62.08(a), the Company Boron shall furnish to the Stockholders Shareholders a written notice setting forth the estimated length of the anticipated delay. The Company Boron will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders Shareholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. ▇▇▇▇▇ shall respond promptly to reasonable inquiry by a Shareholder as to such facts and circumstances. Upon notice by the Company Boron to the Stockholders Shareholders of any determination to commence a Suspension Period, the Stockholders Shareholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Boron Common Stock pursuant to such prospectus Prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, earlier (y) the Company Boron has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2. (b) After the expiration of any Suspension Period and without any further request from a StockholderShareholder, the Company Boron shall as promptly as reasonably practicable prepare a registration statement Registration Statement or post-effective amendment or supplement to the applicable registration statement shelf Registration Statement or prospectusProspectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, necessary so that the prospectus Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the StockholdersShareholders, to require the Stockholders Shareholders to suspend the use of the prospectus Prospectus included in any registration statement Automatic Shelf Registration Statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 3.01(a) or Section 4.4 3.02 or to postpone the filing or suspend the use of any registration statement Registration Statement pursuant to Section 4.2, Section 4.3 3.01(b) or Section 4.4 3.02 for a reasonable period of time not to exceed oneforty-hundred fifty five (15045) days in succession in any one-year period (or a longer period of time with the prior written consent of the StockholdersShareholders, which consent shall not be unreasonably conditionedwithheld), withheld ninety (90) days in the aggregate in any one-year period or delayedtwo (2) times in any one-year period (a “Suspension Period”) if (A) the chief executive officer or chief financial officer of the Company determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (BC) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) Registration Statement a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer reorganization or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.63.06(a), the Company shall furnish to the Stockholders Shareholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders Shareholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. The Company shall respond promptly to reasonable inquiry by a Shareholder as to such facts and circumstances. Upon notice by the Company to the Stockholders Shareholders of any determination to commence a Suspension Period, the Stockholders Shareholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus Prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, earlier (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 3.06 shall relieve the Company of its obligations under Section 4.23.01. (b) After the expiration of any Suspension Period and without any further request from a StockholderShareholder, the Company shall as promptly as reasonably practicable prepare a registration statement Registration Statement or post-effective amendment or supplement to the applicable registration statement shelf Registration Statement or prospectusProspectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, necessary so that the prospectus Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales of Registrable Securities pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.1, Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession in any one-year period (or a longer period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the Company is in possession of material non-public information and the chief executive officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.1 or Section 4.2. . (b) After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a registration statement or post-effective amendment or supplement to the applicable registration statement or prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, the prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the StockholdersHolder, to require the Stockholders Holder to suspend the use of the prospectus Prospectus included in any registration statement Automatic Shelf Registration Statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 2.01(a) or Section 4.4 2.02 or to postpone the filing or suspend the use of any registration statement Registration Statement pursuant to Section 4.2, Section 4.3 2.01(b) or Section 4.4 2.02 for a reasonable period of time not to exceed oneforty-hundred fifty five (15045) days in succession succession, ninety (90) days in the aggregate in any one-one (1) year period or two (or a longer 2) times in any one (1) year period of time with the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed) (a “Suspension Period”) if (A) the chief executive officer or chief financial officer or the Board of Directors of the Company determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the chief executive officer or chief financial officer or the Board of Directors of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (BC) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) Registration Statement a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer reorganization or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer or chief financial officer or the Board of Directors of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.62.06(a), the Company shall furnish to the Stockholders Holder a written notice setting forth the estimated length of the anticipated delay. The Company will shall use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders Holder promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. The Company shall respond promptly to reasonable inquiry by Holder as to such facts and circumstances. Upon notice by the Company to the Stockholders Holder of any determination to commence a Suspension Period, the Stockholders Holder shall keep the fact of any such Suspension Period strictly confidential, and and, during any Suspension Period, promptly halt any offer, sale, trading or transfer Transfer of any Class A Common Stock Registrable Securities pursuant to such prospectus Prospectus (and direct any other Person to promptly halt any offer, sale, trading or Transfer of any Registrable Securities pursuant to such Prospectus on behalf of Holder) for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, earlier (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 2.06 shall relieve the Company of its obligations under Section 4.22.01. (b) After the expiration of any Suspension Period and without any further request from a StockholderHolder, the Company shall as promptly as reasonably practicable prepare a registration statement Registration Statement or post-effective amendment or supplement to the applicable registration statement Automatic Shelf Registration Statement or prospectusProspectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, necessary so that the prospectus will Prospectus shall not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything The Company shall not be required to use any efforts to or to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other than as required by the contrary contained in this Agreementperiodic report and proxy statement disclosure requirements of the Securities Exchange Act of 1934, including Sections 13 or 15(d) thereof and Forms 10-K, 10-Q, 8-K or 14A thereunder), or permit Holders to sell or transfer securities thereunder, if the Company shall be entitleddetermines in good faith, from time to timeafter consultation with its legal counsel or advisors, by providing prior written notice to that the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales offer or sale of Registrable Securities pursuant would reasonably be expected to: (i) have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession engage in any one-year period material acquisition of assets or stock (other than in the ordinary course of business) or a longer period of time with the prior written consent of the Stockholdersany material merger, which consent shall not be unreasonably conditionedconsolidation, withheld tender offer, recapitalization, reorganization or delayedother similar transaction; or (ii) (a “Suspension Period”) if (A) the Company is in possession require premature disclosure of material non-public information and the chief executive officer of that the Company determines has a bona fide business purpose for preserving as confidential; provided that, in the case of clause (ii), the Company continues in good faith that to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon Any period during which the Holders are prohibited from effecting sales or the Company exercises its rights pursuant to this Section 5.1(a) shall constitute a “Suspension Period.” Notwithstanding the foregoing: (i) the Company may not invoke a Suspension Period pursuant to this Section 5.1 more than four (4) times in any twelve (12) month period; in no event shall any Suspension Period: a. in the case of clause (i) above, extend for more than ten (10) days following the abandonment or consummation of the applicable transaction; b. in the case of clause (ii) above, extend beyond the earlier of (x) the filing of the Company’s next succeeding Annual Report on Form 10-K or Quarterly Report on Form 10-Q or (y) the date upon which such information otherwise has been publicly disclosed by the Company; or c. in any event, extend for more than ninety (90) days after the date of the Company’s determination to impose such Suspension Period; and (ii) the Company may not suspend the Holders’ ability to use a Prospectus for more than an aggregate of ninety (90) days in any three hundred sixty-five (365) day period. (b) Each Holder agrees that, upon receipt of a written notice by from the Company of a Suspension Period (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such ▇▇▇▇▇▇’s receipt of a notice from the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any effect that such Suspension Period strictly confidentialhas terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in effect, the Company shall deliver a written notice to the MS Representative that the Suspension Period remains in effect (a “Bring-Down Suspension Notice”). Any Suspension Notice or Bring-Down Suspension Notice shall (i) be signed by the Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of the Company and (ii) provide that, as of the date of such Suspension Notice or Bring-Down Suspension Notice, as the case may be, the Company (A) has made the determination described in clause (i) or clause (ii) of Section 5.1(a), as applicable, and during (B) in the case of clause (ii), continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material non-public information. 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 most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all the Company employees, officers and directors who are subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies in effect from time to time, and who are prohibited by the terms thereof from effecting any Suspension Periodpublic sales of securities of the Company beneficially owned by them, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus are so prohibited for the duration of such Suspension Period. In the event of a Suspension Period until (x) Notice, the Company shall, promptly after such time as the applicable Suspension Period has expired orterminated in accordance with Section 5.1(a), if earlier, (y) the Company has provided provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been terminatedaffected by such notice, including the Holders’ Demand Registration rights and rights with respect to the Shelf Registration Statement. For Notwithstanding the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2. (b) After the expiration of any Suspension Period and without any further request from a Stockholderforegoing, the Company shall as promptly as reasonably practicable prepare have the right to suspend the use of a registration statement or postProspectus in connection with non-effective amendment or supplement Underwritten Offerings off of a Shelf Registration Statement during each of its regular quarterly blackout periods applicable to directors and executive officers under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies in effect from time to time. (c) During any time that any Holder possesses material, non-public information with respect to the applicable registration statement or prospectusCompany, or no Holder may effect any document incorporated therein by reference, or file sales under any other required document so that, as thereafter delivered to purchasers Registration Statement of the Registrable Securities included therein, if necessary, the prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable SecuritiesCompany.

Suspension Period. (a) Notwithstanding anything The Company shall not be required to use any efforts to or to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other than as required by the contrary contained in this Agreementperiodic report and proxy statement disclosure requirements of the Securities Exchange Act of 1934, including Sections 13 or 15(d) thereof and Forms 10-K, 10-Q, 8-K or Schedule 14A thereunder), or permit Holders to sell or transfer securities thereunder, if the Company shall be entitleddetermines in good faith, from time to timeafter consultation with its legal counsel or advisors, by providing prior written notice to that the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales offer or sale of Registrable Securities pursuant would reasonably be expected to: (i) have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession engage in any one-year period material acquisition of assets or stock (other than in the ordinary course of business) or a longer period of time with the prior written consent of the Stockholdersany material merger, which consent shall not be unreasonably conditionedconsolidation, withheld tender offer, recapitalization, reorganization or delayedother similar transaction; or (ii) (a “Suspension Period”) if (A) the Company is in possession require premature disclosure of material non-public information and the chief executive officer of that the Company determines has a bona fide business purpose for preserving as confidential; provided that, in the case of clause (ii), the Company continues in good faith that to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon Any period during which the Holders are prohibited from effecting sales or the Company exercises its rights pursuant to this Section 5.1(a) shall constitute a “Suspension Period.” Notwithstanding the foregoing: (i) the Company may not invoke a Suspension Period pursuant to this Section 5.1 more than four (4) times in any twelve (12) month period; in no event shall any Suspension Period: a. in the case of clause (i) above, extend for more than ten (10) days following the abandonment or consummation of the applicable transaction; b. in the case of clause (ii) above, extend beyond the earlier of (x) the filing of the Company’s next succeeding Annual Report on Form 10-K or Quarterly Report on Form 10-Q or (y) the date upon which such information otherwise has been publicly disclosed by the Company; or c. in any event, extend for more than ninety (90) days after the date of the Company’s determination to impose such Suspension Period; and (ii) the Company may not suspend the Holders’ ability to use a Prospectus for more than an aggregate of ninety (90) days in any three hundred sixty-five (365) day period. (b) Each Holder agrees that, upon receipt of a written notice by from the Company of a Suspension Period (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such ▇▇▇▇▇▇’s receipt of a notice from the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any effect that such Suspension Period strictly confidentialhas terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in effect, the Company shall deliver a written notice to the MS Representative that the Suspension Period remains in effect (a “Bring-Down Suspension Notice”). Any Suspension Notice or Bring-Down Suspension Notice shall (i) be signed by the Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of the Company and (ii) provide that, as of the date of such Suspension Notice or Bring-Down Suspension Notice, as the case may be, the Company (A) has made the determination described in clause (i) or clause (ii) of Section 5.1(a), as applicable, and during (B) in the case of clause (ii), continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material non-public information. 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 most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all the Company employees, officers and directors who are subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies in effect from time to time, and who are prohibited by the terms thereof from effecting any Suspension Periodpublic sales of securities of the Company beneficially owned by them, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus are so prohibited for the duration of such Suspension Period. In the event of a Suspension Period until (x) Notice, the Company shall, promptly after such time as the applicable Suspension Period has expired orterminated in accordance with Section 5.1(a), if earlier, (y) the Company has provided provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been terminatedaffected by such notice, including the Holders’ Demand Registration rights and rights with respect to the Shelf Registration Statement. For Notwithstanding the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2. (b) After the expiration of any Suspension Period and without any further request from a Stockholderforegoing, the Company shall as promptly as reasonably practicable prepare have the right to suspend the use of a registration statement or postProspectus in connection with non-effective amendment or supplement Underwritten Offerings off of a Shelf Registration Statement during each of its regular quarterly blackout periods applicable to directors and executive officers under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies in effect from time to time. (c) During any time that any Holder possesses material, non-public information with respect to the applicable registration statement or prospectusCompany, or no Holder may effect any document incorporated therein by reference, or file sales under any other required document so that, as thereafter delivered to purchasers Registration Statement of the Registrable Securities included therein, if necessary, the prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable SecuritiesCompany.

Suspension Period. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) Shareholder shall suspend the use of the Prospectus included in any Automatic Shelf Registration Statement or Registration Statement for resales of Registrable Securities pursuant to Section 3.01 and postpone the filing and suspend the use of any Registration Statement pursuant to Section 3.01, in each case during any Scheduled Black-out Period and (ii) the Company shall be entitled, from time to time, by providing prior written notice to the StockholdersGroup, to require the Stockholders Shareholder to suspend the use of the prospectus Prospectus included in any registration statement Automatic Shelf Registration Statement for resales of Registrable Securities pursuant to Section 4.2, Section 4.3 3.01(a) or Section 4.4 3.02 or to postpone the filing or suspend the use of any registration statement Registration Statement pursuant to Section 4.2, Section 4.3 3.01(b) or Section 4.4 3.02 for a reasonable period of time not to exceed one-hundred fifty (150) 45 days in succession in any one-year period (or a longer period of time with the prior written consent of the StockholdersGroup, which consent shall not be unreasonably conditionedwithheld), withheld 45 days in the aggregate in any one-year period or delayed) two times in any one-year period1 (a “Suspension Period”) if (A) the chief executive officer or chief financial officer of the Company determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company Company, or (BC) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) Registration Statement a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer reorganization or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6clause (ii), the Company shall furnish to the Stockholders Group a written notice setting forth the estimated 1 If the date of the Company Public Offering is within the fourth calendar quarter of 2011, the execution version of the Agreement will be revised to provide that the Company will be limited to exercising only one Suspension Period (for the avoidance of doubt, for a reasonable period of time not to exceed 45 days in succession (or a longer period of time with the prior written consent of Group, which consent shall not be unreasonably withheld)) in the 2012 calendar year. length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders Shareholder promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon notice by the Company to the Stockholders Shareholder of any determination to commence a Suspension Period, Shareholder shall, except as required by applicable Law, including any disclosure obligations under Section 13 of the Stockholders shall Exchange Act, keep the fact of any such Suspension Period strictly confidential, and during any Suspension Period, promptly halt any offer, salesale (including sales pursuant to Rule 144), trading or transfer of any Class A Common Stock pursuant to such prospectus for the duration of the Suspension Period until (x) the Suspension Period has expired or, if earlier, (y) the Company has provided notice that the Suspension Period has been terminated. For the avoidance of doubt, nothing contained in this Section 4.6 3.06 shall relieve the Company of its obligations under Section 4.23.01. (b) After the expiration of any Suspension Period and without any further request from a Stockholderholder of Equity Interests, the Company shall as promptly as reasonably practicable prepare a registration statement Registration Statement or post-effective amendment or supplement to the applicable registration statement shelf Registration Statement or prospectusProspectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, if necessary, the prospectus Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities.

Suspension Period. (a) Notwithstanding anything The Company shall not be required to use any efforts to or to cause a Registration Statement to be filed pursuant to this Agreement or to be declared effective, or to keep current any Registration Statement or file any prospectus supplement or amendment (other than as required by the contrary contained in this Agreementperiodic report and proxy statement disclosure requirements of the Securities Exchange Act of 1934, including Sections 13 or 15(d) thereof and Forms 10-K, 10-Q, 8-K or Schedule 14A thereunder), or permit Holders to sell or transfer securities thereunder, if the Company shall be entitleddetermines in good faith, from time to timeafter consultation with its legal counsel or advisors, by providing prior written notice to that the Stockholders, to require the Stockholders to suspend the use of the prospectus included in any registration statement for resales offer or sale of Registrable Securities pursuant would reasonably be expected to: (i) have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to Section 4.2, Section 4.3 or Section 4.4 or to postpone the filing or suspend the use of any registration statement pursuant to Section 4.2, Section 4.3 or Section 4.4 for a reasonable period of time not to exceed one-hundred fifty (150) days in succession engage in any one-year period material acquisition of assets or stock (other than in the ordinary course of business) or a longer period of time with the prior written consent of the Stockholdersany material merger, which consent shall not be unreasonably conditionedconsolidation, withheld tender offer, recapitalization, reorganization or delayedother similar transaction; or (ii) (a “Suspension Period”) if (A) the Company is in possession require premature disclosure of material non-public information and the chief executive officer of that the Company determines has a bona fide business purpose for preserving as confidential; provided that, in the case of clause (ii), the Company continues in good faith that to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of such information during the period specified in such notice would be materially detrimental to the Company or (B) the Company shall determine that it is required to disclose in any such registration statement (or will be required to disclose in connection with permitting sales under an effective registration statement) a contemplated financing, acquisition, corporate reorganization, consolidation, merger, tender offer or other similar material transaction or other material event or circumstance affecting the Company or its securities, and the chief executive officer of the Company determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its Class A Common Stock. In the event of any such suspension pursuant to this Section 4.6, the Company shall furnish to the Stockholders a written notice setting forth the estimated length of the anticipated delay. The Company will use its reasonable best efforts to limit the length of any Suspension Period and shall notify the Stockholders promptly upon the termination of the Suspension Period. Notice of the commencement of a Suspension Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement or any material non-public information. Upon Any period during which the Holders are prohibited from effecting sales or the Company exercises its rights pursuant to this Section 5.1(a) shall constitute a “Suspension Period.” Notwithstanding the foregoing: (i) the Company may not invoke a Suspension Period pursuant to this Section 5.1 more than four (4) times in any twelve (12) month period; in no event shall any Suspension Period: a. in the case of clause (i) above, extend for more than ten (10) days following the abandonment or consummation of the applicable transaction; b. in the case of clause (ii) above, extend beyond the earlier of (x) the filing of the Company’s next succeeding Annual Report on Form 10-K or Quarterly Report on Form 10-Q or (y) the date upon which such information otherwise has been publicly disclosed by the Company; or c. in any event, extend for more than ninety (90) days after the date of the Company’s determination to impose such Suspension Period; and (ii) the Company may not suspend the Holders’ ability to use a Prospectus for more than an aggregate of ninety (90) days in any three hundred sixty-five (365) day period. (b) Each Holder agrees that, upon receipt of a written notice by from the Company of a Suspension Period (a “Suspension Notice”), such Holder shall forthwith discontinue any disposition of Registrable Securities pursuant to any Registration Statement until such ▇▇▇▇▇▇’s receipt of a notice from the Company to the Stockholders of any determination to commence a Suspension Period, the Stockholders shall keep the fact of any effect that such Suspension Period strictly confidentialhas terminated. On the last day of any thirty (30) day period following delivery of the Suspension Notice during which the Suspension Period remains in effect, the Company shall deliver a written notice to the MS Representative that the Suspension Period remains in effect (a “Bring-Down Suspension Notice”). Any Suspension Notice or Bring-Down Suspension Notice shall (i) be signed by the Chief Executive Officer, Chief Financial Officer, General Counsel, President or any Vice President of the Company and (ii) provide that, as of the date of such Suspension Notice or Bring-Down Suspension Notice, as the case may be, the Company (A) has made the determination described in clause (i) or clause (ii) of Section 5.1(a), as applicable, and during (B) in the case of clause (ii), continues in good faith to make public disclosures so as to continue and comply with its past practice with respect to the non-disclosure of material non-public information. 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 most recent Prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. The Company covenants and agrees that it shall not deliver a Suspension Notice with respect to a Suspension Period unless all the Company employees, officers and directors who are subject to the Company’s insider trading policies in effect from time to time, and who are prohibited by the terms thereof from effecting any Suspension Periodpublic sales of securities of the Company beneficially owned by them, promptly halt any offer, sale, trading or transfer of any Class A Common Stock pursuant to such prospectus are so prohibited for the duration of such Suspension Period. In the event of a Suspension Period until (x) Notice, the Company shall, promptly after such time as the applicable Suspension Period has expired orterminated in accordance with Section 5.1(a), if earlier, (y) the Company has provided provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been terminatedaffected by such notice, including the Holders’ Demand Registration rights and rights with respect to the Shelf Registration Statement. For Notwithstanding the avoidance of doubt, nothing contained in this Section 4.6 shall relieve the Company of its obligations under Section 4.2. (b) After the expiration of any Suspension Period and without any further request from a Stockholderforegoing, the Company shall as promptly as reasonably practicable prepare have the right to suspend the use of a registration statement or postProspectus in connection with non-effective amendment or supplement Underwritten Offerings off of a Shelf Registration Statement during each of its regular quarterly blackout periods applicable to directors and executive officers under the Company’s insider trading policies in effect from time to time. (c) During any time that any Holder possesses material, non-public information with respect to the applicable registration statement or prospectusCompany, or no Holder may effect any document incorporated therein by reference, or file sales under any other required document so that, as thereafter delivered to purchasers Registration Statement of the Registrable Securities included therein, if necessary, the prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable SecuritiesCompany.