Common use of Suspensions Clause in Contracts

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from the Company, the Company may suspend the use of the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv).

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt (a) Notwithstanding any other provision of written notice from the Companythis Agreement, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (including by withdrawing or declining to amend any Registration Statement or Prospectus that has been filed or by declining to take any other actions otherwise required hereunder with regard to any Registration Statement or Prospectus) (a “Suspension”) (a) at such times as are required by law (including the EU Market Abuse Regulation) or (b) if it either (x) the board of directors of the Company or (y) the Chief Executive Officer of the Company determines reasonably that in order for such registration statement not the participation of the Company would reasonably be expected to contain an untrue statement either (i) require public disclosure of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include non-public information that would at that time not otherwise be required to be disclosed or (ii) have a material adverse effect on any pending negotiation or plan to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction. The Company shall provide written notice (which may be by email only to the primary email address provided by each Holder on the Counterpart hereto (or any update thereto)) to any affected Holder of the commencement and termination of any Suspension (and any withdrawal of a Registration Statement pursuant to this Section 6) (each, a “Suspension Notice”), but shall not be obligated under this Agreement to disclose the reasons therefor. Each Holder which becomes aware of the existence of a Suspension pursuant to this Section 6 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in a current, quarterly or annual report under the Exchange Act and writing by the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend that the use of the Resale Shelf Registration Statement for the shortest period of timeor Prospectus may be resumed and, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedif applicable, however, that is furnished by the Company shall not defer with a supplemented or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time amended Prospectus as the Resale Shelf Registration Statement is suspended pursuant to this contemplated by Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv7(a)(vi).

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from the Company, the Company may suspend the use of the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv).

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from Notwithstanding anything to the Companycontrary contained in this Agreement, the Company may shall be entitled, from time to time, by providing written notice to the Class B Partners, to require such Class B Partners (and their Specified Permitted Transferees) to suspend the use of the Resale prospectus for sales of Exchange Securities under any Shelf Registration Statement if it determines that in order for such registration statement a reasonable period of time not to contain exceed ninety (90) days in succession or one hundred eighty (180) days in the aggregate in any twelve (12) month period (a “Suspension Period”) if the Company shall determine in good faith that it is required to disclose in any such Shelf Registration Statement a financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and that the disclosure of such information at such time would be detrimental to the Company or the holders of its equity securities. Immediately upon receipt of such notice, the Class B Partners shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Class B Partner, the Company shall, as promptly as reasonably practicable, prepare a post-effective amendment or supplement to the applicable Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Exchange Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the information provided in this Section 4.1(b), an amendment thereto would be needed to include information that would the Company may, at that time not otherwise be required to be disclosed all times, in its good faith discretion and without a currenttiming limitation, quarterly or annual report block all Transfers of Class A Shares by the Class B Partner Group under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use if it becomes aware of any other Registration Statement and prospectus and shall nonpublic information that has not sell any securities for its own account or that of any other stockholder, in each case during such time as been disclosed to the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)public.

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving prompt written notice from to the CompanyHolders of Registrable Securities, Parent shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if Parent determines in good faith (after consultation with external legal counsel) that proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would require Parent to publicly disclose material non-public information in such Registration Statement or Prospectus so that it would not be materially misleading, the Company may suspend disclosure of which (i) would not be required to be made at such time but for the filing, effectiveness or use of such Registration Statement or Prospectus and (ii) would, in the good faith judgment of Parent, have a material adverse effect on Parent or on any pending negotiation or plan of Parent to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction; provided, that Parent shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding sixty (60) days on any one occasion, or (iii) for a period exceeding ninety (90) days during any 12-month period. Each Holder who is notified by Parent of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by Parent that the use of the Resale Shelf Registration Statement or Prospectus may be resumed and, if applicable, is furnished by Parent with a supplemented or amended Prospectus as contemplated by Section 8(g). If Parent delays or suspends a Demand Registration, the Initiating Holder of such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it determines that does so, such Demand Registration Request shall not count against the limitation on the number of such Initiating Holder’s Demand Registrations set forth in order for such registration statement not to contain an untrue statement Section 3(b). Parent shall promptly notify the Holders of a material fact or omit to state a material fact the expiration of any period during which it exercised its rights under this Section. Parent agrees that, in the event it exercises its rights under this Section, it shall, within sixty (60) days following the Holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to make permit the statements contained therein not misleading, an amendment thereto would be needed Holders to include information that would at that time not otherwise be required to be disclosed resume use thereof in a current, quarterly or annual report under connection with the Exchange Act offer and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use sale of the Resale Shelf Registration Statement for the shortest period of time, but their Registrable Securities in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)accordance with applicable law.

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from (a) Notwithstanding anything to the Companycontrary contained in this Agreement, the Company may shall be entitled, by providing written notice (a “Notice of Suspension”) to the Shareholder, to delay the filing or effectiveness of a Registration Statement or require the Shareholder to suspend the use of the Resale Shelf Prospectus for sales of Registrable Securities under an effective Registration Statement if it determines that in order for such registration statement a reasonable period of time not to contain an untrue statement of exceed sixty (60) consecutive days or ninety (90) days in the aggregate in any twelve (12)-month period (a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and “Suspension Period”) if the Company has a bona fide business purpose for not making Board (or the executive committee thereof) determines in good faith that such information publicfiling, provided, that, effectiveness or use would (i) require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Company shall suspend the use that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day periodCompany; provided, howeverthat if at the time of receipt of such notice by the Shareholder, that the Company Shareholder shall not defer have sold all or suspend its obligations in this manner more than three times in any 360-day period; a portion of the Registrable Securities (iior have signed a firm commitment underwriting agreement with respect to the sale of such Registrable Securities) the Company shall suspend the use of any other pursuant to an effective Registration Statement and prospectus and shall the reason for the Suspension Period is not sell any securities for its own account or of a nature that of any other stockholderwould require a post-effective amendment to the Registration Statement, in each case during then, provided that the Shareholder has given the Company at least two (2) Business Days’ notice prior to entering into such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) sale, the Company shall use its commercially reasonable efforts to make take such Resale Shelf action as to eliminate any restriction imposed by federal securities Laws by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Suspension Notice, the Shareholder shall discontinue the disposition of Registrable Securities under an effective Registration Statement available for and Prospectus relating thereto until the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Suspension Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)terminated.

Suspensions. The Registration Rights Parties each acknowledge Up to two (2) times in any twelve (12) month period, and agree that for no more than ninety (90) days in the aggregate, upon receipt of giving prompt written notice from to the Sxxxx Family Stockholders, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Company determines in good faith that proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would require the Company to publicly disclose material non-public information in such Registration Statement or Prospectus so that it would not be materially misleading, the disclosure of which (i) would not be required to be made at such time but for the filing, effectiveness or use of such Registration Statement or Prospectus and (ii) would, in the good faith judgment of the Company, have a material adverse effect on the Company may suspend or on any pending negotiation or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction. Each Sxxxx Family Stockholder who is notified by the Company of a Suspension pursuant to this Section 4.6 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Stockholder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Resale Shelf Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 4.7(g). If the Company delays or suspends a Demand Registration, the Initiating Holder of such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it determines that in order for does so, such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Demand Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company Request shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) count against the Company shall suspend limitation on the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties number of such securities promptly thereafterInitiating Holder’s Demand Registrations set forth in Section 4.2(b). The Company shall immediately promptly notify the Registration Rights Parties in writing Sxxxx Family Stockholders of (i) the date on expiration of any period during which such suspension will begin pursuant to it exercised its rights under this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv)Section. The Effectiveness Period shall be extended by Company agrees that, in the amount event it exercises its rights under this Section, it shall, within sixty (60) days following the Stockholders’ receipt of time during which the use notice of any suspension, update the suspended Registration Statement is suspended pursuant as may be necessary to this Section 2(a)(iv)permit the Sxxxx Family Stockholders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving no less than five (5) days’ prior written notice from to the CompanyHolders of Registrable Securities, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (a “Suspension”) if it the board of directors of the Company determines in good faith that in order for (i) proceeding with the filing, effectiveness or use of such registration statement not Registration Statement or Prospectus would reasonably be expected to contain an untrue statement require the Company to disclose any information the disclosure of which would have a material fact or omit to state a material fact necessary to make adverse effect on the statements contained therein not misleading, an amendment thereto Company and that the Company would be needed to include information that would at that time not otherwise be required to disclose at such time, (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, if consummated, would be material to the Company or (iii) due to any other material event involving the Company or any of its subsidiaries, it would be inadvisable to effect the filing or use such Registration Statement or Prospectus. The Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 60 (sixty) days on any one occasion. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 shall suspend keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Resale Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration or Shelf Registration, the Holder that initiated such Demand Registration or Shelf Registration Statement for shall be entitled to withdraw its request. In the shortest period case of timea Demand Registration Request, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company such Demand Registration Request shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) count against the Company shall suspend limitation on the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties number of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties Holder’s Demand Registrations set forth in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv2(b).

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving no less than five (5) days’ prior written notice from to the CompanyHolders of Registrable Securities, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (a “Suspension”) if it the board of directors of the Company (excluding any director who was designated for nomination by the Holder(s) initiating the registration or offering that is proposed to be delayed or suspended) determines in good faith that in order for (i) proceeding with the filing, effectiveness or use of such registration statement not Registration Statement or Prospectus would reasonably be expected to contain an untrue statement require the Company to disclose any information the disclosure of which would have a material fact or omit to state a material fact necessary to make adverse effect on the statements contained therein not misleading, an amendment thereto Company and that the Company would be needed to include information that would at that time not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, (i) if consummated, would be material to the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day periodCompany; provided, however, that the Company shall not defer or suspend its obligations in this manner be entitled to `exercise a Suspension (i) more than three times in twice during any 36012-day period; month period or (ii) for a period exceeding sixty (60) days on any one occasion. Each Holder who is notified by the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended a Suspension pursuant to this Section 2.1(a)(iv); 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (iiiand direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which that the use of any the Registration Statement or Prospectus may be resumed and, if applicable, is suspended pursuant furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to this withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 2(a)(iv3(b).

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving prompt written notice from to the CompanyHolders of Registrable Securities, Parent shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Board of Directors of Parent determines in good faith (after consultation with external legal counsel) that proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would require Parent to publicly disclose material non-public information in such Registration Statement or Prospectus so that it would not be materially misleading, the Company may suspend disclosure of which (i) would not be required to be made at such time but for the filing, effectiveness or use of such Registration Statement or Prospectus and (ii) would, in the good faith judgment of Parent’s Board of Directors, have a material adverse effect on Parent or on any pending negotiation or plan of Parent to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction; provided, that Parent shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding thirty (30) days on any one occasion, or (iii) for a period exceeding sixty (60) days during any 12-month period. Each Holder who is notified by Parent of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by Parent that the use of the Resale Shelf Registration Statement or Prospectus may be resumed and, if applicable, is furnished by Parent with a supplemented or amended Prospectus as contemplated by Section 8(g). If Parent delays or suspends a Demand Registration, the Initiating Holder of such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it determines that does so, such Demand Registration Request shall not count against the limitation on the number of such Initiating Holder’s Demand Registrations set forth in order for such registration statement not to contain an untrue statement Section 3(b). Parent shall promptly notify the Holders of a material fact or omit to state a material fact the expiration of any period during which it exercised its rights under this Section. Parent agrees that, in the event it exercises its rights under this Section, it shall, within thirty (30) days following the Holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to make permit the statements contained therein not misleading, an amendment thereto would be needed Holders to include information that would at that time not otherwise be required to be disclosed resume use thereof in a current, quarterly or annual report under connection with the Exchange Act offer and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use sale of the Resale Shelf Registration Statement for the shortest period of time, but their Registrable Securities in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)accordance with applicable law.

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving no less than five (5) days’ prior written notice from to the CompanyHolders of Registrable Securities, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (a “Suspension”) if it the board of directors of the Company determines in good faith that in order for (i) proceeding with the filing, effectiveness or use of such registration statement not Registration Statement or Prospectus would reasonably be expected to contain an untrue statement require the Company to disclose any information the disclosure of which would have a material fact or omit to state a material fact necessary to make adverse effect on the statements contained therein not misleading, an amendment thereto Company and that the Company would be needed to include information that would at that time not otherwise be required to disclose at such time, (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, if consummated, would be material to the Company or (iii) due to any other material event involving the Company or any of its subsidiaries, it would be inadvisable to effect the filing or use such Registration Statement or Prospectus. The Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 60 (sixty) days on any one occasion. Each Holder who is notified by the Company of a Suspension pursuant to this Section 6 shall suspend keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Resale Shelf Registration Statement for the shortest period of timeor Prospectus may be resumed and, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedif applicable, however, that is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 7(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) count against the Company shall suspend limitation on the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties number of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties Holder’s Demand Registrations set forth in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv2(b).

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from (a) Notwithstanding anything to the Companycontrary contained in this Agreement, the Company may shall be entitled, by providing written notice (a “Notice of Suspension”) to any of the Investors (provided that in no event shall such notice contain any material, non-public information unless notice is also being provided pursuant to Section 5.5 of the Purchase Agreement), to delay the filing or effectiveness of a Registration Statement or require any of the Investors to suspend the use of the Resale Shelf Prospectus for sales of Registrable Securities under an effective Registration Statement if it determines that in order for such registration statement a reasonable period of time not to contain an untrue statement of exceed, combined with any other suspensions under this Agreement, sixty (60) consecutive days or ninety (90) days in the aggregate in any twelve (12)-month period (a material fact “Suspension Period”) if the Board determines in good faith that such filing, effectiveness or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto use would be needed to include information that would at that time not otherwise be required to be disclosed in a current, quarterly or annual report under the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Company shall suspend the use that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day periodCompany; provided, howeverthat if at the time of receipt of such notice by an Investor, that such Investor shall have sold all or a portion of the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registrable Securities pursuant to an effective Registration Statement and prospectus and shall the reason for the Suspension Period is not sell any securities for its own account or of a nature that of any other stockholderwould require a post-effective amendment to the Registration Statement, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) then the Company shall use its commercially reasonable efforts to make take such Resale Shelf action as to eliminate any restriction imposed by federal securities Laws by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Notice of Suspension, an Investor shall discontinue the disposition of Registrable Securities under an effective Registration Statement available for and Prospectus relating thereto until the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Suspension Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)terminated.

Suspensions. (a) The Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Rights Parties each acknowledge and agree that upon receipt of written notice from the Company, Statement or Prospectus (a “Suspension”) if the Company may suspend delivers a certificate to the requesting Holder signed by an executive officer of the Company that it has determined in good faith that (i) proceeding with the filing, effectiveness or use of the Resale Shelf such Registration Statement if it determines or Prospectus would reasonably be expected to require the Company to disclose any material non-public information and that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto Company would be needed to include information that would at that time not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, (i) if consummated, would be material to the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day periodCompany; provided, however, that the Company shall not defer or suspend its obligations in this manner be entitled to exercise a Suspension (i) more than three times in twice during any 36012-day period; month period or (ii) for a period exceeding sixty (60) days on any one occasion. Each Holder who is notified by the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended a Suspension pursuant to this Section 2.1(a)(iv); 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (iiiand direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which that the use of any the Registration Statement is suspended pursuant or Prospectus may be resumed. If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to this withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 2(a)(iv3(a).

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of Upon giving no less than three (3) days’ prior written notice from to A/N and Liberty (such notice shall be deemed given to any and all Investor Holders and Selling Holders), the Company shall be entitled to delay or suspend the preparation, furnishing, filing, effectiveness or use of a Registration Statement or Prospectus or any offer or sale pursuant thereto (a “Suspension”) if the board of directors of the Company (excluding any director who was designated for nomination by A/N, if any A/N Holder is initiating or initiated the registration or offering that is proposed to be delayed or suspended, and excluding any director who was designated for nomination by Liberty, if any Liberty Holder is initiating or initiated the registration or offering that is proposed to be delayed or suspended) determines in its good faith judgment that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be expected to require the Company to disclose any information, the disclosure of which would have an adverse effect on the Company, and that the Company may suspend the use of the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be disclosed in a currentdelayed or suspended would reasonably be expected to, quarterly if not delayed or annual report under the Exchange Act and suspended, have an adverse effect on any transaction, negotiation or plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, thatdisposition, (i) financing, reorganization, recapitalization or other similar transaction. Each Investor Holder who is notified by the Company of a Suspension pursuant to this Section 6, and each other Holder who is deemed notified or notified by the applicable Investor Holder of a Suspension pursuant to this Section 6, shall suspend keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Prospectus until such time as it is advised in writing by the Company that the use of the Resale Shelf Registration Statement for the shortest period of timeProspectus may be resumed and, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedif applicable, however, that is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 7(g). If the Company delays or suspends a Registration, the Investor Holder that initiated such Registration shall be entitled, prior to the time of the effectiveness of the related Registration Statement, to withdraw its Registration Request and, if it does so, such Registration Request shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) count against the Company shall suspend limitation on the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties number of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties Investor Holder’s Registrations set forth in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv2(b). The Effectiveness Period Without limiting the foregoing, the Investor Holders shall be extended by give notice of a Suspension to the amount applicable Selling Holders as promptly as practicable after receiving notice of time during which a Suspension from the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv)Company.

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt (a)Notwithstanding any other provision of written notice from the Companythis Agreement, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (including by withdrawing or declining to amend any Registration Statement or Prospectus that has been filed or by declining to take any other actions otherwise required hereunder with regard to any Registration Statement or Prospectus) (a “Suspension”) (a) at such times as are required by law (including the EU Market Abuse Regulation) as reasonably determined by the Company based on the advice of outside counsel, (b) if it the Company determines in good faith that in order for such registration statement not the participation of the Company would reasonably be expected to contain an untrue statement (i) require public disclosure of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include non-public information that would at that time not otherwise be required to be disclosed and (ii) such disclosure of material non-public information would have a material adverse effect on any pending negotiation to effect a material merger, acquisition, disposition, financing, reorganization, recapitalization or other similar extraordinary transaction or (c) within ninety (90) days after the effective date of any Piggyback Registration (each of (a), (b) and (c), a “Valid Suspension Reason”). The Company shall provide written notice to e& of the commencement and termination of any Suspension (and any withdrawal of a Registration Statement pursuant to this Section 6), which notice shall describe, to the extent permitted by applicable laws, the reasons therefor. After becoming aware of the existence of a Suspension pursuant to this Section 6, e& shall keep the existence of such Suspension confidential and shall ​ immediately discontinue (and direct any other Holder making offers or sales of Registrable Securities to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in a current, quarterly or annual report under the Exchange Act and writing by the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend that the use of the Resale Shelf Registration Statement for the shortest period of timeor Prospectus may be resumed and, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedif applicable, however, that is furnished by the Company shall not defer with a supplemented or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time amended Prospectus as the Resale Shelf Registration Statement is suspended pursuant to this contemplated by Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv7(a)(vi).

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt of written notice from Notwithstanding anything to the Companycontrary contained in this Agreement, the Company may shall be entitled, by providing prior written notice to the Selling Searchlight Parties, to delay the filing or effectiveness of any Registration Statement or require the Selling Searchlight Parties to suspend the use of any Prospectus for sales of Registrable Securities under an effective Registration Statement, from time to time, for a period of time not to exceed one hundred twenty (120) days in the Resale Shelf aggregate in any twelve (12)‑month period (a “Suspension Period”), if the Board of Directors of the Company (or the executive committee thereof) determines in its good faith judgment that such filing, effectiveness or use would (A) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company that would materially interfere with such transaction or negotiations, (B) require the public disclosure of some material non-public event that the Company has a bona fide business purpose for keeping confidential and the public disclosure of which would be materially detrimental to the Company or (C) materially interfere with the Company’s ability to consummate a financing or acquisition (including a securities offering the Company is conducting or actively pursuing with anticipated offering proceeds of at least $75,000,000 (other than in connection with any at-the-market offering or similar continuous offering program)), provided, that, if at the time of receipt of such notice the Selling Searchlight Parties shall have sold Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) pursuant to an effective Registration Statement, then the Company shall use its best efforts to take such action as is necessary to eliminate any restriction imposed by federal securities Laws on the timely delivery of such shares. Promptly, upon receipt of such notice, the Selling Searchlight Parties shall discontinue the disposition of Registrable Securities under an effective Registration Statement if and Prospectus relating thereto until such Suspension Period is terminated. The Company agrees that it determines that will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify the Selling Searchlight Parties of such termination. After the expiration of any Suspension Period in order for such registration statement the case of an effective Registration Statement, and without any further request from the Selling Searchlight Parties, the Company shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Registration Statement or the 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, the Prospectus will not to contain include an untrue statement of a material fact or omit to state a any material fact necessary to make the statements contained therein therein, in the light of the circumstances under which they were made, not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required to be disclosed in . If a current, quarterly or annual report under Suspension Period occurs during the Exchange Act and the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event Effectiveness Period for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedRegistration Statement, however, that the Company shall not defer or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by for a number of days equal to the amount total number of time days during which the use distribution of any Registrable Securities is suspended under this Section 4. If the Company notifies the Selling Searchlight Parties of a Suspension Period with respect to a Registration Statement is suspended requested pursuant to this Section 2(a)(iv)2(a) that has not yet been filed or declared effective, (A) the Selling Searchlight Parties may by notice to the Company withdraw such request without such request counting as a Demand Registration Request and (B) the Selling Searchlight Parties will be not obligated to reimburse the Company for Registration Expenses.

Suspensions. (a) The Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Rights Parties each acknowledge and agree that upon receipt of written notice from the Company, Statement or Prospectus (a “Suspension”) if the Company may suspend delivers a certificate to the requesting Holder signed by an executive officer of the Company that it has determined in good faith that (i) proceeding with the filing, effectiveness or use of the Resale Shelf such Registration Statement if it determines that in order for such registration statement not or Prospectus would reasonably be expected to contain an untrue statement of a require the Company to disclose material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include non-public information that the Company would at that time not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be disclosed in delayed or suspended would reasonably be expected to, if not delayed or suspended, have a current, quarterly material adverse effect on any pending negotiation or annual report under the Exchange Act and plan of the Company has to effect a bona fide business purpose for not making such information publicmerger, providedacquisition, thatdisposition, (i) the Company shall suspend the use of the Resale Shelf Registration Statement for the shortest period of timefinancing, but in no event for a period of more than 60 consecutive days reorganization, recapitalization or more than a total of 120 calendar days in any 360-day periodother similar transaction; provided, however, that the Company shall not defer be entitled to exercise a Suspension for a period exceeding sixty (60) days on any one occasion or suspend its obligations in this manner on more than three times two (2) occasions in any 360-day one year period, or to exercise a Suspension at any time when directors and officers are not prohibited by the Company from engaging in transactions in the Company’s securities; (ii) and provided further that the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell register any securities for sale for its own account or that of any other stockholder, in each case shareholder during such time as any Suspension. Each Holder who is notified by the Resale Shelf Registration Statement is suspended Company of a Suspension pursuant to this Section 2.1(a)(iv); 3 shall keep the existence of such Suspension confidential and shall immediately discontinue (iiiand direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which that the use of any the Registration Statement is suspended pursuant or Prospectus may be resumed. If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to this withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of Demand Registrations set forth in Section 2(a)(iv2(a).

Suspensions. The Registration Rights Parties each acknowledge and agree that upon receipt (a) Notwithstanding any other provision of written notice from the Companythis Agreement, the Company may shall be entitled to delay or suspend the filing, effectiveness or use of the Resale Shelf a Registration Statement or Prospectus (including by withdrawing or declining to amend any Registration Statement or Prospectus that has been filed or by declining to take any other actions otherwise required hereunder with regard to any Registration Statement or Prospectus) (a “Suspension”) (a) at such times as are required by law (including the EU Market Abuse Regulation) as reasonably determined by the Company based on the advice of outside counsel, (b) if it the Company determines in good faith that in order for such registration statement not the participation of the Company would reasonably be expected to contain an untrue statement (i) require public disclosure of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include non-public information that would at that time not otherwise be required to be disclosed and (ii) such disclosure of material non-public information would have a material adverse effect on any pending negotiation to effect a material merger, acquisition, disposition, financing, reorganization, recapitalization or other similar extraordinary transaction or (c) within ninety (90) days after the effective date of any Piggyback Registration (each of (a), (b) and (c), a “Valid Suspension Reason”). The Company shall provide written notice to e& of the commencement and termination of any Suspension (and any withdrawal of a Registration Statement pursuant to this Section 6), which notice shall describe, to the extent permitted by applicable laws, the reasons therefor. After becoming aware of the existence of a Suspension pursuant to this Section 6, e& shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Holder making offers or sales of Registrable Securities to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in a current, quarterly or annual report under the Exchange Act and writing by the Company has a bona fide business purpose for not making such information public, provided, that, (i) the Company shall suspend that the use of the Resale Shelf Registration Statement for the shortest period of timeor Prospectus may be resumed and, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; providedif applicable, however, that is furnished by the Company shall not defer with a supplemented or suspend its obligations in this manner more than three times in any 360-day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for its own account or that of any other stockholder, in each case during such time amended Prospectus as the Resale Shelf Registration Statement is suspended pursuant to this contemplated by Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall immediately notify the Registration Rights Parties in writing of (i) the date on which such suspension will begin pursuant to this Section 2(a)(iv) and (ii) the date on which such suspension period will end pursuant to this Section 2(a)(iv). The Effectiveness Period shall be extended by the amount of time during which the use of any Registration Statement is suspended pursuant to this Section 2(a)(iv7(a)(vi).