Common use of Delay in Filing; Suspension of Registration Clause in Contracts

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish Notwithstanding anything in this Agreement to the Participating Holders a certificate signed by the Chief Executive Officer contrary, with respect to any Demand Registration or equivalent senior executive officer of the Company stating that shelf registration pursuant to Section 6.03, if the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to Montpelier, delay the filing or initial effectiveness of (but not the preparation of) or initial effectiveness of), or suspend use of, the Demand such Registration Statement (a “Demand Suspension”)Statement; provided, however, provided that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions do so (x) more than twice, four times during any 12-month period or (y) for more than an aggregate of 90 daysperiods exceeding, in each casethe aggregate, 90 days during any 12-month period; provided. Upon notice by the Company to Montpelier of any such determination, furtherMontpelier agrees that it shall keep the fact of any such notice confidential and that it shall suspend the use of any prospectus relating to such Registration Statement in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing or effectiveness of, that or suspends the use of, such Registration Statement, Montpelier shall be entitled to withdraw its registration request, in which case, in the event of a Demand SuspensionRegistration, such Demand Suspension withdrawn request shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that not constitute a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information Registration Right for purposes of assisting determining the Participating Holder with respect number of Demand Registration Rights to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to abovewhich Montpelier is entitled under this Agreement. The Company shall immediately notify the Participating Holders Montpelier upon the termination of any Demand Suspensiondelay or suspension. Promptly following any such delay or suspension, (i) the Company shall amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder may reasonably request. The Company agrees, if necessary, to (ii) supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyMontpelier.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Sponsor Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension more than twice, one (1) time during any twelve (12)-month period or for more a total period of greater than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, and provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60)-day period, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; a registration on any form that does not include substantially the same information as would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential be included in a registration statement covering the fact sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationalso being registered. In the case of a Demand Suspension, the Participating Sponsor Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Sponsor Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Sponsor Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Sponsor Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Sponsor Holders holding a majority of Registrable Securities that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement would require at any time would, as reasonably determined in good faith by the Company, (i) have a material detrimental effect on the completion of a transaction currently being negotiated or a plan currently being considered by the Board that would, if completed, be material to the Company and its subsidiaries taken as a whole at the time the right to make an Adverse Disclosuredelay or withhold efforts or suspend sales is exercised (whether or not a final decision has been made to undertake such transaction or plan), then or (ii) involve initial or continuing disclosure obligations that are not in the best interests of the Company’s shareholders, the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Registration Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions a Registration Suspension more than twice, or for three times in any 365-day period and shall not be permitted to exercise a Registration Suspension more than an aggregate of 90 days, two times in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand calendar quarter. Each Registration Suspension shall terminate at not exceed 30 days. Notwithstanding the foregoing, no such earlier time as delay shall exceed such number of days that the Company would no longer determines in good faith to be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationnecessary. In the case of a Demand Registration Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to aboveabove (which may be delivered orally). The Company shall (i) immediately notify the Participating Holders upon the termination of any Demand Registration Suspension, (ii) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission therein, and (iii) furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the effectiveness period for any Demand Registration Statement if required for which the Company has exercised a Registration Suspension shall be increased by the registration form used by the Company for the applicable period of time such Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartySuspension is in effect.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer continued effectiveness of the Company stating that the filing, effectiveness or continued use of a Demand Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may delay may, upon giving prompt written notice of such action to the filing (but not the preparation of) or initial effectiveness ofHolders, or suspend use of, of the Demand Shelf Registration Statement (a “Demand "Shelf Suspension”"); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions Suspension (i) more than twiceone time during any twelve-month period or (ii) for a period exceeding fifty (50) days on any such occasion (or seventy-five (75) days if such Adverse Disclosure relates to the filing of audited financial statements, or for more than audited statements of revenues and expenses, of an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationacquired business). In the case of a Demand Shelf Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in the Shelf Registration Statement in connection with any such sale or purchase of, of or offer to sell or purchase, purchase Registrable Securities, Common Shares upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand PartyHolders of a majority of the Registrable Common Shares then outstanding.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer continued effectiveness of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may delay may, upon giving prompt written notice of such action to the filing (but not the preparation of) or initial effectiveness ofParticipating Holders, or suspend use of, of the Demand Registration Statement (a “"Demand Suspension”"); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (Ai) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder more than one time with respect to its investment in the Company Shares and agree to keep it confidential, any one Demand Registration or (Bii) for disclosures a period exceeding fifty (50) days on any such occasion (or seventy-five (75) days if such Adverse Disclosure relates to the extent required in order to comply with reporting obligations to its limited partners filing of audited financial statements, or other direct or indirect investors who have agreed to keep such information confidentialaudited statements of revenues and expenses, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationacquired business). In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus related to the Demand Registration in connection with any such sale or purchase of, or offer to sell or purchase, purchase of Registrable Securities, Common Shares upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Holders of a majority of the Registrable Common Shares included in the offering pursuant to such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. If If, upon the Company shall furnish to the Participating Holders determination of a certificate signed by the Chief Executive Officer or equivalent senior executive officer majority of the Company stating that disinterested members of the Board, the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Participating Shareholders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand such Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of (x) the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, three (3) times during any 12-month period; provided, further, that period or (ii) for more than one hundred (100) days in the event of a Demand Suspension, aggregate during any 12-month period and (y) such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential ; and provided, further, that in the fact that event of a Demand Suspension is in effectSuspension, the certificate referred if a Participating Shareholder has not sold any Company Securities under such Registration Statement, it shall be entitled to above and its contents unless and until otherwise notified by the Companywithdraw Registrable Securities from such Demand Registration and, except (A) for disclosure to if all Participating Shareholders so withdraw, such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information Demand Registration shall not be counted for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed limit on Long-Form Registrations requested by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationShareholders in Section 2(a). In the case of a Demand Suspension, the Participating Holders Shareholders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders Shareholders upon the termination of any Demand Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders Shareholders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any the Participating Holder Shareholders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand applicable Registration Statement if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Participating Shareholder. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders during any Demand PartySuspension.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspensioneach Institutional Investor, its successors or assigns, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 120 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement would or Shelf Registration Statement at any time would, in the Board of Directors’ good faith judgment, after consultation with counsel, require the Company to make an Adverse DisclosureDisclosure or otherwise materially interfere with a significant acquisition, then corporate reorganization or other similar transaction involving the Company, the Company may may, upon giving prompt written notice to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the such Demand Registration Statement or Shelf Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, a Suspension (i) that exceeds sixty (60) days on any one occasion or (ii) for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that ninety (90) days in the event of a Demand Suspensionaggregate in any twelve (12)-month period, such Demand Suspension and shall terminate at such earlier time as the Company would no longer not be required permitted to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except exercise more than two (A2) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment Suspensions in the Company Shares and agree to keep it confidential, aggregate in any twelve (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation12)-month period. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented or any Free Writing Prospectus as any Participating Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to the Demand Registration Statement or Shelf Registration Statement, if required by the registration form used by the Company for the applicable Demand Registration or Shelf Registration, as applicable, or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand PartyRequesting Holder(s), as the case may be. Each Holder shall keep confidential the fact that a Suspension is in effect, the written notice referred to above and its contents unless and until otherwise notified by the Company, except (i) disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority and (ii) if and to the extent such matters are publicly disclosed by the Company.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionWP, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Canadian Prospectus, Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Canadian Prospectus, Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Canadian Prospectus, Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderthereunder or applicable Canadian securities legislation, or as may reasonably be requested by the any Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent other senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, provided that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionFirst Reserve, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twiceonce, or for more than an aggregate of 90 ninety (90) days, in each case, during any twelve (12-) month period; provided, further, provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s Affiliates, and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters (i) are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and or (ii) are disclosed by the Company or any of its Subsidiaries or any other Person on a non-confidential basis without breach of any confidentiality obligations by such disclosing party, (D) as required by for disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority, (E) for disclosures to potential limited partners or investors of a Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately promptly notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Upon the termination of any Demand Suspension, the Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyFirst Reserve.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company Issuer to make an Adverse Disclosure, then the Company may Issuer may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, Issuer shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect(i) more than once during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding thirty (B30) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company Issuer shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the holders may reasonably request. The Company agreesIssuer shall, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company Issuer for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of Institutional Investors holding a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspensionthen-outstanding Registrable Securities held by all Institutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Participating Shareholders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand such Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, twice during any 12-month periodperiod or (ii) for a period exceeding sixty (60) days on any one occasion; and provided, further, that in the event of a Demand Suspension, if a Participating Shareholder has not sold any Company Securities under such Registration Statement, it shall be entitled to withdraw Registrable Securities from such Demand Suspension Registration and, if all Participating Shareholders so withdraw, such Demand Registration shall terminate at such earlier time as the Company would no longer not be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information counted for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed limit on Long-Form Registrations requested by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationShareholders in Section 2(a). In the case of a Demand Suspension, the Participating Holders Shareholders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders Shareholders upon the termination of any Demand Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders Shareholders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any the Participating Holder Shareholders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand applicable Registration Statement if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyParticipating Shareholder.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement would at any time would, in the good faith judgment of management, require the Company to make an Adverse DisclosureDisclosure or otherwise materially interfere with a significant acquisition, then corporate reorganization or other similar transaction involving the Company, the Company may may, upon giving prompt written notice to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the such Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, a Suspension that exceeds (i)(A) sixty (60) days on any one occasion or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to ninety (90) days in the extent required aggregate in order to comply with reporting obligations to its limited partners the first six months after the effective date of the Demand Registration Statement or other direct (ii)(A) ninety (90) days on any one occasion in the second six month period after the effective date of the Demand Registration Statement or indirect investors who have agreed to keep such information confidential, (CB) if and to one hundred twenty (120) days in the extent such matters are publicly disclosed by aggregate in the Company or any twelve (12)-month period after the effective date of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationDemand Registration Statement. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale (which, for the avoidance of doubt, shall not include a sale of Registrable Securities that has already occurred but that has not yet been settled) or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder. Each Holder shall keep confidential the fact that a Suspension is in effect, or as may reasonably be requested the written notice referred to above and its contents unless and until otherwise notified by the Demand PartyCompany, except (i) disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority and (ii) if and to the extent such matters are publicly disclosed by the Company.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company Company, in its good faith judgment, to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (Ai) more than once during any twelve (12)-month period or (ii) for disclosure to a period exceeding thirty (30) days on any one occasion. Any such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes determination shall be evidenced by a resolution of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any Board of its Subsidiaries or any other Person that, to the actual knowledge Directors of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationdelivered at such time to the Demanding Holder. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand PartyRegistration Statement or by the TPG Investors. Notwithstanding any term of Section 3.1.3 or this Section 3.1.7, in no event may the Company exercise the rights under Sections 3.1.3 or 3.1.7 to cause preemption or postponement of the filing of a Demand Registration Statement or the postponement of the effectiveness or suspension of the use thereof for more than thirty (30) consecutive days, unless written consent has been provided by the TPG Investors.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionInstitutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 sixty (60) days, in each case, during any twelve (12-) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation, (E) for disclosures to potential limited partners or investors of a Participating ​ ​ Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, and (i) in the case of a Demand Registration Statement that has not been declared effective, shall promptly thereafter file the Demand Registration Statement and use its reasonable best efforts to have such Demand Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Demand Registration Statement, shall amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderAct, or as may reasonably be requested by the Demand PartyInstitutional Investors.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders (provided that the Company shall not disclose any material non-public information that is the basis for such notice to any Holder without the express consent of such Holder), delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, once during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except period or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or a period exceeding 60 days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders in writing upon (a) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such Demand Suspension and (b) the effectiveness of such Demand Registration Statement. Notwithstanding the provisions of this Section 3.1.6, the Company may not postpone the filing or effectiveness of, or suspend use of, a Demand Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or otherwise ceases to be Adverse Disclosure. During a Demand Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any other Holder or holder of its securities and, upon termination of any Demand Suspension, the Company shall promptly amend or supplement the Prospectus and any Issuer Free Writing applicable Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating Issuer determines in good faith that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company Issuer to make an Adverse Disclosure, then the Company may Issuer may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, Issuer shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is or Shelf Suspension (as defined in effectSection 2.02(d)) (i) more than once during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding thirty (B30) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company Issuer shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesIssuer shall, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company Issuer for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand PartyDemanding Investor.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, once during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except period or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or a period exceeding 60 days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders in writing upon (a) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such Demand Suspension and (b) the effectiveness of such Demand Registration Statement. Notwithstanding the provisions of this Section 3.1.6, the Company may not postpone the filing or effectiveness of, or suspend use of, a Demand Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or ceases to be material. During a Demand Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any other Holder or holder of its securities and, upon termination of any Demand Suspension, the Company shall promptly amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Participating Shareholders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand such Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, twice during any 12-month periodperiod or (ii) for a period exceeding sixty (60) days on any one occasion; and provided, further, that in the event of a Demand Suspension, if a Participating Shareholder has not sold any Company Securities under such Registration Statement, it shall be entitled to withdraw Registrable Securities from such Demand Suspension Registration and, if all Participating Shareholders so withdraw, such Demand Registration shall terminate at such earlier time as the Company would no longer not be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information counted for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed limit on Long-Form Registrations requested by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationShareholders in ‎ ‎Section 2(a). In the case of a Demand Suspension, the Participating Holders Shareholders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders Shareholders upon the termination of any Demand Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders Shareholders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any the Participating Holder Shareholders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand applicable Registration Statement if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyParticipating Shareholder.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Silver Lake Post-Closing Shareholder, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension more than twice, one (1) time during any twelve (12)-month period or for more a total period of greater than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, and provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60)-day period, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; a registration on any form that does not include substantially the same information as would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential be included in a registration statement covering the fact that a Demand Suspension is in effect, sale of the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationRegistrable Securities. In the case of a Demand Suspension, the Participating Holders agree Silver Lake Post-Closing Shareholder agrees to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer offers to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders Silver Lake Post-Closing Shareholder in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders Silver Lake Post-Closing Shareholder such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Silver Lake Post-Closing Shareholder may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Silver Lake Post-Closing Shareholder holding a majority of Registrable Securities that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. If Anything in the Transaction Framework Agreement or this Exhibit notwithstanding, the Company shall furnish be entitled to, upon giving prompt written notice of such suspension to the Participating Holders a certificate signed by Initial Holder and the Chief Executive Officer or equivalent senior executive officer Designee, suspend use of the Shelf Registration Statement (a “Shelf Registration Suspension”) for reasonable periods of time, but in no event for more than an aggregate of seventy-five (75) days during any 12-month period, if the Company stating has determined that the filing, effectiveness or continued use of a Demand the Shelf Registration Statement would require the Company to make an Adverse Disclosuredisclose material non-public information that (x) would (i) in the reasonable good faith judgment of the Company’s General Counsel, then impede, delay or otherwise interfere with any pending or contemplated material acquisition, corporate reorganization or other similar material transaction involving the Company may delay (not including the filing (but not Merger as defined in the preparation ofTransaction Framework Agreement) or initial effectiveness of(ii) based upon written advice from the Company’s investment banker or financial advisor, adversely affect any material pending or suspend use ofcontemplated financing, the Demand Registration Statement (a “Demand Suspension”); provided, however, that offering or sale of any class of securities by the Company, unless otherwise approved or (y) (i) would be required to be made in any Shelf Registration Statement or report filed with the SEC by the Company so that such Shelf Registration Statement or report would not be materially misleading, (ii) would not be required to be made at such time but for the filing or effectiveness of such Shelf Registration Statement, and (iii) would have a material adverse effect on the Company or its business. Upon notice by the Company to the Initial Holder and the Designee of any such determination, the Initial Holder and the Designee shall keep the fact of any such notice strictly confidential and, during the Shelf Registration Suspension (or until such Shelf Registration Suspension shall be earlier terminated in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionCompany), shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable SecuritiesSecurities covered by such Shelf Registration Statement and promptly halt any offer, upon delivery sale or trading of any Registrable Securities covered by such Shelf Registration Statement for the duration of the Shelf Registration Suspension set forth in such notice referred (or until such Shelf Registration Suspension shall be earlier terminated in writing by the Company). For purposes of clarity, it is understood that no Takedown shall be deemed to abovehave occurred if such Takedown does not occur due to a Shelf Registration Suspension. The Company shall immediately notify the Participating Holders Initial Holder and the Designee upon the termination of any Demand Shelf Registration Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders Initial Holder and the Designee such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating the Initial Holder and the Designee may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to the Demand Shelf Registration Statement Statement, if required by the registration form used by the Company for the applicable Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyDesignee.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Major Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension more than twice, one (1) time during any twelve (12)- month period or for more a total period of greater than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, and provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60)-day period, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; a registration on any form that does not include substantially the same information as would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential be included in a registration statement covering the fact sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationalso being registered. In the case of a Demand Suspension, the Participating Major Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Major Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Major Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Major Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions instruct io ns applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Major Holders holding a majority of Registrable Securities that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company PubCo to make an Adverse Disclosure, then PubCo may, upon giving prompt written notice of such action to the Company may Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, PubCo shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension more than twice, one (1) time during any twelve (12)-month period or for more a total period of greater than an aggregate sixty (60) days; and provided further that PubCo shall not register any securities for its own account or that of 90 daysany other shareholder during such sixty (60)-day period, in each caseother than pursuant to a registration relating to the sale or grant of securities to employees or directors of PubCo or a subsidiary pursuant to a share option, during share purchase, equity incentive or similar plan; a registration on any 12-month period; provided, further, form that in does not include substantially the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time same information as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential be included in a registration statement covering the fact sale of the Registrable Securities; or a registration in which the only PubCo Ordinary shares being registered are PubCo Ordinary Shares issuable upon conversion of debt securities that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationalso being registered. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company PubCo shall immediately notify the Participating Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesPubCo shall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company PubCo for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Holders holding a majority of Registrable Securities that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionTiptree Investors and Warburg Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or once for more than an aggregate of 90 days, in each case, thirty (30) days during any 12-six (6) month period; provided, further, provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer shall use its reasonable best efforts to cause any Demand Registration Statement to be required to make any Adverse Disclosurefiled, declared effective and/or made available for continued use as soon as possible. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents (provided that in no event shall the Company include any material nonpublic information in such communications) unless and until otherwise notified by the Company, except (Ai) for disclosure to such Participating Holder’s Affiliates and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (Cii) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (Diii) as if such Participating Holder is advised by counsel that disclosure is required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does they do not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, agrees to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Demand Party.

Delay in Filing; Suspension of Registration. If If, upon the Company shall furnish to the Participating Holders determination of a certificate signed by the Chief Executive Officer or equivalent senior executive officer majority of the Company stating that members of the Board, the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Participating Shareholders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand such Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of (i) the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (x) more than twice, four (4) times during any twelve (12) month period or (y) for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a ninety (90) calendar days per Demand Suspension, Suspension and (ii) such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential ; and provided, further, that in the fact that event of a Demand Suspension is in effectSuspension, the certificate referred if a Participating Shareholder has not sold any Registrable Securities under such Registration Statement, it shall be entitled to above and withdraw its contents unless and until otherwise notified by the CompanyRegistrable Securities from such Demand Registration and, except (A) for disclosure to if all Participating Shareholders so withdraw, such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information Demand Registration shall not be counted for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed limit on Demand Registrations requested by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationShareholders in Section 2(a). In the case of a Demand Suspension, the Participating Holders Shareholders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders Shareholders upon the termination of any Demand Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders Shareholders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any the Participating Holder Shareholders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand applicable Registration Statement if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyParticipating Shareholders.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement or Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, then or otherwise materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, or otherwise be seriously detrimental to the Company may and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company may, upon giving prompt written notice to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the such Demand Registration Statement or Shelf Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions a Suspension that exceeds one hundred and Shelf Suspensions more than twicetwenty (120) days on any one occasion for a Long-Form Registration or ninety (90) days on any one occasion for a Short-Form Registration, or for more than an aggregate of 90 days, in each case, during any 12-month period; and provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer shall not be required permitted to make exercise more than two Suspensions for a Long-Form Registration in any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that twelve (12)-month period and more than two Suspensions for a Demand Suspension is Short-Form Registration in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except any twelve (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation12)-month period. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to the Demand Registration Statement or Shelf Registration Statement, if required by the registration form used by the Company for the applicable Demand Registration or Shelf Registration, as applicable, or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand PartyHolder, Demand Holders, Initiating Holder or Initiating Holders, as the case may be. Each Holder shall keep confidential the fact that a Suspension is in effect, the written notice referred to above and its contents unless and until otherwise notified by the Company, except (i) disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority and (ii) if and to the extent such matters are publicly disclosed by the Company.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders (provided that the Company shall not disclose any material non-public information that is the basis for such notice to any Holder without the express written consent of such Holder), delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, once during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except period or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationa period exceeding 60 days. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders in writing upon (a) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such Demand Suspension and (b) the effectiveness of such Demand Registration Statement. Notwithstanding the provisions of this Section 3.1.6, the Company may not postpone the filing or effectiveness of, or suspend use of, a Demand Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or otherwise ceases to be Adverse Disclosure. During a Demand Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any other Holder or holder of its securities and, upon termination of any Demand Suspension, the Company shall promptly amend or supplement the Prospectus and any Issuer Free Writing applicable Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand PartyTPG Investor.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Shelf Registration Statement filed pursuant to Section 2.02(a) would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, of the Demand Shelf Registration Statement (a “Demand Shelf Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionInstitutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, that in the event of a Demand Shelf Suspension, such Demand Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Shelf Holder shall keep confidential the fact that a Demand Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation, (E) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Shelf Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any ​ ​ ​ sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Shelf Holders upon the termination of any Demand Shelf Suspension, and (i) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Shelf Registration Statement, shall (x) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Shelf Holders may reasonably requestrequest and (y) if applicable, cause any post-effective amendment to the Shelf Registration Statement to become effective. The Company agrees, if necessary, to supplement or make amendments to the Demand Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyInstitutional Investors.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer chief executive officer, chief financial officer or equivalent senior executive chief legal officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority both of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionSponsors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions for more than twicetwenty (20) Business Days during any three (3) month period, or for more than an aggregate of 90 days, in each case, ninety (90) Business Days during any twelve (12-month ) -month period; provided, further, provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s Affiliates, and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person thaton a non-confidential basis without breach of any confidentiality obligations by such disclosing party, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority, (E) disclosures to potential limited partners or investors of a Holder who have agreed to keep such information confidential and (F) disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately promptly notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The In the event the Company agrees, if necessary, to supplement or make amendments shall give to the Participating Holders a certificate referred to above, the period during which the applicable Demand Registration Statement if is required to be maintained effective shall be extended by the registration form used number of days during the period from and including the date of the giving of such certificate to and including the date when each seller of Registrable Securities covered by such Demand Registration Statement either receives the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus or is advised in writing by the Company for that the applicable Registration use of the Prospectus or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as Issuer Free Writing Prospectus may reasonably be requested by the Demand Partyresumed.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is or Shelf Suspension (as defined in effectSection 2.02(g)) (i) more than once during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to a period exceeding thirty (30) calendar days on any one occasion. Any such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes determination shall be evidenced by a resolution of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any Board of its Subsidiaries or any other Person that, to the actual knowledge Directors of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationdelivered at such time to the Sponsors. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by a Demanding Sponsor. Notwithstanding any term of Section 2.01(i) or this Section 2.01(e), in no event may the Company exercise the rights under Sections 2.01(i) or 2.01(e) to cause preemption or postponement of the filing of a Demand PartyRegistration Statement or the postponement of the effectiveness or suspension of the use thereof for more than thirty (30) calendar days, unless written consent has been provided by the Sponsors.

Delay in Filing; Suspension of Registration. If If, upon the Company shall furnish to the Participating Holders determination of a certificate signed by the Chief Executive Officer or equivalent senior executive officer majority of the Company stating that disinterested members of the Board, the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Participating Shareholders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand such Registration Statement (a “Demand Suspension”); provided, however, provided that the Company, unless otherwise approved in writing by the Holders of a majority of (x) the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, three (3) times during any 12-month periodperiod or (ii) for more than one hundred (100) days in aggregate during any 12-month period and (y) such Demand Suspension shall terminate at such time as the Company would no longer be required to make any Adverse Disclosure; provided, further, that in the event of a Demand Suspension, if a Participating Shareholder has not sold any Company Securities under such Registration Statement, it shall be entitled to withdraw Registrable Securities from such Demand Suspension Registration and, if all Participating Shareholders so withdraw, such Demand Registration shall terminate at such earlier time as the Company would no longer not be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information counted for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed limit on Long-Form Registrations requested by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationShareholders in Section 2(a). In the case of a Demand Suspension, the Participating Holders Shareholders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders Shareholders upon the termination of any Demand Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders Shareholders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any the Participating Holder Shareholders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand applicable Registration Statement if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Participating Shareholder. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders during any Demand PartySuspension.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority both of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionSponsors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Partyany Sponsor.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority Institutional Investors holding at least 55% of the Company Shares that elected to participate in the registration in respect of any Demand Suspensionthen-outstanding Registrable Securities held by all Institutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent other senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority both of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionSponsors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 ninety (90) days, in each case, during any twelve (12-) month period; provided, further, provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s Affiliates, and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters (i) are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and or (ii) are disclosed by the Company or any of its Subsidiaries or any other Person on a non-confidential basis without breach of any confidentiality obligations by such disclosing party, (D) as required by for disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority, (E) for disclosures to potential limited partners or investors of a Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately promptly notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Partyany Sponsor.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, once during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except period or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or a period exceeding 60 days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders in writing upon the termination of any Demand Suspension. Notwithstanding the provisions of this Section 3.1.6, the Company may not postpone the filing or effectiveness of, or suspend use of, a Demand Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or otherwise ceases to constitute Adverse Disclosure. During a Demand Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any other Holder or holder of its securities and, upon termination of any Demand Suspension, the Company shall promptly amend or supplement the Prospectus and any Issuer Free Writing applicable Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement would would, as reasonably determined in good faith by Filtration, require the Company disclosure of material non-public information that Filtration has a bona fide business purpose to make an Adverse Disclosurekeep confidential and the disclosure of which would have a material adverse effect upon Filtration, then Filtration may, upon giving prompt written notice of such action to the Company may delay Holders, postpone the filing (but not the preparation of) or initial effectiveness of, or suspend the use of, the Demand of such Registration Statement (a “Demand Registration Suspension”)) for a period not to exceed thirty (30) days; provided, however, that (i) Filtration may not exercise a Registration Suspension with respect to a Registration relating to an Distribution; (ii) the Companyperiod may be extended up to fifteen (15) additional days with the Holders' written consent, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall which may not be permitted to exercise aggregate Demand Suspensions unreasonably withheld, conditioned or delayed; and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that Filtration may exercise a Registration Suspension no more than two (2) times in any twelve (12) month period. Notwithstanding the event foregoing, no such delay shall exceed such number of a Demand Suspensiondays that Filtration determines in good faith to be reasonably necessary. Notwithstanding the foregoing, such Demand Filtration may not effect any Registration Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree a Registration relating to keep it confidential, a Distribution. Filtration shall (Bi) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Registration Suspension, (ii) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission therein and (iii) furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Sponsor Holders, the IDX Holders and the ZF Holders whose Registrable Securities are included in such Demand Registration Statement delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension more than twice, one (1) time during any twelve (12)-month period or for more a total period of greater than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, and provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60)-day (or shorter) period, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration on any form that does not include substantially the same information as would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential be included in a registration statement covering the fact that a Demand Suspension is in effect, sale of the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationRegistrable Securities. In the case of a Demand Suspension, the Participating Sponsor Holders, the IDX Holders and the ZF Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Sponsor Holders, the IDX Holders and the ZF Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Sponsor Holders, the IDX Holders and the ZF Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Sponsor Holders, the IDX Holders and the ZF Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by any of the Holders of a majority of the Sponsor Investor Shares, a majority of the IDX Investor Shares or a majority of the ZF Investor Shares that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. (i) If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, then (ii) the Company may is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten offering of its securities, or (iii) the Board of Directors of the Company reasonably determines that such registration and offering would interfere with any material transaction involving the Company, the Company may, upon giving prompt written notice of such action to the Shareholders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Shelf Registration Statement (a “Demand Shelf Registration Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Registration Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employeesmore than once during any period in which the Shelf Registration Statement is effective, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, or (B) for disclosures to a period exceeding 90 days on any one occasion. Notwithstanding the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep foregoing, no such information confidential, (C) if and to the extent delay shall exceed such matters are publicly disclosed by number of days that the Company or any of its Subsidiaries or any other Person that, determines in good faith to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationbe reasonably necessary. In the case of a Demand Shelf Registration Suspension, the Participating Holders Shareholders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall (1) immediately notify the Participating Holders Shareholders upon the termination of any Demand Shelf Registration Suspension, (2) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission therein, and (3) furnish to the Participating Holders Shareholders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Shareholders may reasonably request. The limitation on the obligation of the Company agrees, if necessary, to supplement or make amendments to maintain effectiveness of the Demand Shelf Registration Statement if required imposed by Section 2.1(ii)(C) shall be extended by the registration form used by the Company for the applicable number of days of any Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartySuspension.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionTiptree Investors and Warburg Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or once for more than an aggregate of 90 days, in each case, thirty (30) days during any 12-six (6) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer shall use its reasonable best efforts to cause any Demand Registration Statement to be required to make any Adverse Disclosurefiled, declared effective and/or made available for continued use as soon as possible. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents (provided that in no event shall the Company include any material non-public information in such communications) unless and until otherwise notified by the Company, except (Ai) for disclosure to such Participating Holder’s Affiliates and its and their respective employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (Cii) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (Diii) as if such Participating Holder is advised by counsel that disclosure is required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, agrees to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a registration statement effected pursuant to a Demand Notice (a “Demand Notice Registration Statement Statement”) at any time would require the Company to make an Adverse DisclosureDisclosure (as defined below), then the Company may may, upon giving prompt written notice of such action to the affected Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as for a total period of greater than ninety (90) days; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90)-day period, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; a registration on any form that does not include substantially the same information as would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential be included in a registration statement covering the fact sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationalso being registered. In the case of a Demand Suspension, the Participating affected Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately promptly notify the Participating affected Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectusapplicable prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating affected Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus prospectus as so amended or supplemented as any Participating Holder the affected Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionInstitutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 sixty (60) days, in each case, during any twelve (12-) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation, (E) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, and (i) in the case of a Demand Registration Statement that has not been declared effective, shall promptly thereafter file the Demand Registration Statement and use its reasonable best efforts to have such Demand Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Demand Registration Statement, shall amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderAct, or as may reasonably be requested by the Demand PartyInstitutional Investors.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement would or Shelf Registration Statement at any time would, in the Board’s good faith judgment after consultation with outside counsel, require the Company Partnership to make an Adverse DisclosureDisclosure or otherwise materially interfere with a significant acquisition or other similar transaction involving the Partnership, then the Company may Partnership may, upon giving prompt written notice to the holders of Registrable Securities, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the such Demand Registration Statement or Shelf Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, Partnership shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, a Suspension (i) that exceeds 90 days on any one occasion or (ii) for more than an 120 days in the aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders holders of Registrable Securities agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company Partnership shall immediately notify the Participating Holders holders of Registrable Securities upon the termination of any Demand Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders holders of Registrable Securities such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the holders of Registrable Securities may reasonably request. The Company agreesPartnership shall, if necessary, to supplement or make amendments to the Demand Registration Statement or Shelf Registration Statement, if required by the registration form used by the Company Partnership for the applicable Demand Registration or Shelf Registration, as applicable, or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand Partyholders of a majority of the Investor Registrable Securities (which must include Xxxxx Xxxxx).

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration Statement at any time would require the Company to (A) make an Adverse DisclosureDisclosure or (B) prepare or obtain financial statements or pro forma financial information related to a material corporate transaction that are required to be included or incorporated by reference in any Registration Statement filed with the Commission by Regulation S-X that are then unavailable, then the Company may may, upon giving written notice of such action to the Participating Stockholders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand such Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of (x) the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, two (2) times during any twelve (12) month period or (ii) for more than an one hundred (100) days in aggregate of 90 days, in each case, during any twelve (12-) month periodperiod and (y) such Demand Suspension shall terminate at such time as (A) the Company would no longer be required to make any Adverse Disclosure or (B) the required financial statements or pro forma financial information are then available; and provided, further, that in the event of a Demand Suspension, if a Participating Stockholder has not sold any Company Shares under such Registration Statement, it shall be entitled to withdraw Registrable Securities from such Demand Suspension Registration and, if all Participating Stockholders so withdraw, such Demand Registration shall terminate at such earlier time as the Company would no longer not be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information counted for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed limit on Demand Registrations requested by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationStockholders in Section 2(a). In the case of a Demand Suspension, the Participating Holders Stockholders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately as promptly as practicable notify the Participating Holders Stockholders upon the termination of any Demand Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders Stockholders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any the Participating Holder Stockholders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, except in connection with the Deemed Registration Request, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension more than twice, one (1) time during any twelve (12)-month period or for more a total period of greater than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, and provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company shall not register any securities for its own account or that of any other shareholder during such sixty (60)-day period, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a share option, share purchase, equity incentive or similar plan; a registration on any form that does not include substantially the same information as would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential be included in a registration statement covering the fact that sale of the Registrable Securities; or a Demand Suspension is registration in effect, which the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the only Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters being registered are publicly disclosed by the Company or any Shares issuable upon conversion of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationdebt securities that are also being registered. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Holders holding a majority of Registrable Securities that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer, Chief Financial Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would (i) require the Company to make an Adverse Disclosure, or (ii) adversely affect an acquisition, financing or other material transaction to the material detriment of the Company, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionMajority Institutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 one hundred twenty (120) days, in each case, during any twelve (12-) month period; provided, further, provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse DisclosureDisclosure or upon consummation of the acquisition, financing or other material transaction, as the case may be. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above in this Section 2.01(e) and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and and/or (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected Institutional Investors exercising demand rights pursuant to participate in the registration in respect of any Demand SuspensionSection 2.01(a), shall not be permitted to exercise aggregate a Demand Suspensions and Suspension or Shelf Suspensions Suspension more than twiceonce, or for more than an aggregate of 90 sixty (60) days, in each case, during any twelve (12-) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation, (E) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, and (i) in the case of a Demand Registration Statement that has not been declared effective, shall promptly thereafter file the Demand Registration Statement and use its reasonable best efforts to have such Demand Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Demand Registration Statement, shall amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderAct, or as may reasonably be requested by the Demand PartyInstitutional Investors exercising demand rights pursuant to Section 2.01(a).

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension more than twice, one (1) time during any twelve (12)-month period or for more a total period of greater than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, and provided further that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company shall not register any securities for its own account or that of any other shareholder during such sixty (60)-day period, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a share option, share purchase, equity incentive or similar plan; a registration on any form that does not include substantially the same information as would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential be included in a registration statement covering the fact that sale of the Registrable Securities; or a Demand Suspension is registration in effect, which the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the only Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters being registered are publicly disclosed by the Company or any Shares issuable upon conversion of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationdebt securities that are also being registered. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Holders holding a majority of Registrable Securities that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. If compliance with the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer Company’s registration obligations hereunder would violate applicable Law or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Investor Parties, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of Company shall use its commercially reasonable efforts to avoid exercising a majority of the Company Shares that elected to participate in the registration in respect of Suspension (i) for a period exceeding 60 days on any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, one occasion or (ii) for more than an aggregate of 90 days, more than 120 days in each case, during any 12-month period; provided, further, that exclusive of days covered by any lock-up agreement executed by the Investor Parties in the event connection with any Underwritten Offering. The written notice of a Demand Suspension, such Demand Suspension shall terminate at such earlier time provide a good faith estimate as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge anticipated duration of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationSuspension. In the case of a Demand Suspension, the Participating Holders agree Investor agrees, and agrees to cause the participating Investor Parties, to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders participating Investor Parties in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such Investor Parties such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder such Investor Parties may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand Partyparticipating Investor Parties. During any Suspension, the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of Common Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Common Shares as contemplated (i) by Company 10b5-1 plans, employee benefit plans or employee or director arrangements and (ii) the Company’s entry into an agreement for any merger, acquisition or sale involving the proposed issuance of its Common Shares following the Suspension.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating Issuer determines in good faith that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company Issuer to make an Adverse Disclosure, then the Company may Issuer may, upon giving prompt written notice of such action to the Investors, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, Issuer shall not be permitted to exercise aggregate Demand Suspensions and a Suspension (other than a Shelf Suspensions Suspension relating to a post-effective amendment to a Shelf Registration Statement required to update such Shelf Registration Statement pursuant to Section 10(a)(3) of the Securities Act) (i) more than twicetwice during any twelve (12)-month period, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding sixty (B60) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Demand Suspension, the Participating Holders Investors agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company Issuer shall immediately notify the Participating Holders Investors upon the termination of any Demand Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders Investors such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Investors may reasonably request. The Company agreesIssuer shall, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company Issuer for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand PartyDemanding Investor.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness effectiveness, or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected Institutional Investors exercising demand rights pursuant to participate in the registration in respect of any Demand SuspensionSection 2.01(a), shall not be permitted to exercise aggregate a Demand Suspensions and Suspension or Shelf Suspensions Suspension more than twiceonce, or for more than an aggregate of 90 sixty (60) days, in each case, during any twelve (12-) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents agents, and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule rule, or regulation, (E) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential, and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, and (i) in the case of a Demand Registration Statement that has not been declared effective, shall promptly thereafter file the Demand Registration Statement and use its reasonable best efforts to have such Demand Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Demand Registration Statement, shall amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderAct, or as may reasonably be requested by the Demand PartyInstitutional Investors exercising demand rights pursuant to Section 2.01(a).

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that If, upon Disinterested Director Approval, the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration Statement at any time would require the Company to (A) make an Adverse DisclosureDisclosure or (B) prepare or obtain financial statements or pro forma financial information related to a material corporate transaction that are required to be included or incorporated by reference in any Registration Statement filed with the Commission by Regulation S-X that are then unavailable, then the Company may may, upon giving prompt written notice of such action to the Participating Shareholders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand such Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of (x) the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, three (3) times during any 12-month periodperiod or (ii) for more than one hundred (100) days in aggregate during any 12-month period and (y) such Demand Suspension shall terminate at such time as (A) the Company would no longer be required to make any Adverse Disclosure or (B) the required financial statements or pro forma financial information are then available; and provided, further, that in the event of a Demand Suspension, if a Participating Shareholder has not sold any Company Shares under such Registration Statement, it shall be entitled to withdraw Registrable Securities from such Demand Suspension Registration and, if all Participating Shareholders so withdraw, such Demand Registration shall terminate at such earlier time as the Company would no longer not be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information counted for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed limit on Demand Registrations requested by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationShareholders in Section 2(a). In the case of a Demand Suspension, the Participating Holders Shareholders agree to suspend use of the applicable Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately promptly notify the Participating Holders Shareholders upon the termination of any Demand Suspension, amend or supplement the Prospectus prospectus and any Issuer Free Writing Prospectusissuer free writing prospectus, if necessary, so it does not contain any untrue statement or omission omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Participating Holders Shareholders such numbers of copies of the Prospectus prospectus and any Issuer Free Writing Prospectus issuer free writing prospectus as so amended or supplemented as any the Participating Holder Shareholders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand applicable Registration Statement if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Participating Shareholder. Notwithstanding anything in this Exhibit to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of any of its securities either for its own account or the account of any security holder or holders during any Demand PartySuspension.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior an executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority each of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionHolders, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 120 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the any Demand Party.

Delay in Filing; Suspension of Registration. If the Company shall furnish furnishes to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionShareholder, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 sixty (60) days, in each case, during any twelve (12-) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (Ai) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (Bii) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (Ciii) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (Div) as required by law, rule or regulation, (v) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, and (a) in the case of a Demand Registration Statement that has not been declared effective, shall promptly thereafter file the Demand Registration Statement and use its reasonable best efforts to have such Demand Registration Statement declared effective under the Securities Act and (b) in the case of an effective Demand Registration Statement, shall amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderAct, or as may reasonably be requested by the Demand PartyShareholder.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Company Security Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company Officer stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, or to include in such Registration Statement the financial statements that are unavailable to the Company for reasons beyond the Company’s control or would cause the Company to prepare financial statements materially in advance of when they would otherwise be required pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, within the time periods specified by the SEC’s rules and regulations, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the [Initiating Company Shares that elected to participate in the registration in respect of any Demand SuspensionSecurity Holder(s)] [Participating Holder Majority], shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 one hundred and twenty (120) days, in each case, during any twelve (12-) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Company Security Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Company Security Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Company Security Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.,

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, once during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except period or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationa period exceeding 60 days. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders in writing upon (a) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such Demand Suspension and (b) the effectiveness of such Demand Registration Statement. Notwithstanding the provisions of this Section 3.1.6, the Company may not postpone the filing or effectiveness of, or suspend use of, a Demand Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or ceases to be material. During a Demand Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any other Holder or holder of its securities and, upon termination of any Demand Suspension, the Company shall promptly amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by any of the GGC Investor or the BSMH Investor that is participating in such Demand PartyRegistration.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect(i) more than twice during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding ninety (B90) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationdays. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders in writing upon (a) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such Demand Suspension and (b) the effectiveness of such Demand Registration Statement. Notwithstanding the provisions of this Section 3.1.6, the Company may not postpone the filing or effectiveness of, or suspend use of, a Demand Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or ceases to be material. During a Demand Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any other Holder or holder of its securities and, upon termination of any Demand Suspension, the Company shall promptly amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Shelf Registration Statement filed pursuant to Section 2.02(a) would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, of the Demand Shelf Registration Statement (a “Demand Shelf Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionInstitutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, that in the event of a Demand Shelf Suspension, such Demand Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Shelf Holder shall keep confidential the fact that a Demand Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation, (E) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Shelf Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Shelf Holders upon the termination of any Demand Shelf Suspension, and (i) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Shelf Registration Statement, shall (x) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Shelf Holders may reasonably requestrequest and (y) if applicable, cause any post-effective amendment to the Shelf Registration Statement to become effective. The Company agrees, if necessary, to supplement or make amendments to the Demand Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyInstitutional Investors.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness initial effectiveness, publication or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse DisclosureDisclosure or to utilize financial statements that, then in the reasonable opinion of the independent public accountants of the Company, do not comply with requirements of applicable law (“Financial Statement Considerations”), the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) filing, publication or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (A) in the case of an Adverse Disclosure, (i) more than twicethree times during any 24-month period, or (ii) for more a period exceeding 60 days on any one occasion and (B) in the case of Financial Statement Considerations, (i) if the Company is not using its best efforts to prepare financial statements for the Company that do comply with requirements of applicable Law, (ii) if, despite such best efforts, the financial statements do not so comply for a period of greater than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aiii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder more than once with respect to its investment a Demand Registration in each of France, the Company Shares UK and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationUnited States. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission necessary to be included therein to make the statements, in light of the circumstances in which they were made, not misleading and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesrepresents that, if necessaryas of the date hereof, it has no knowledge of any circumstance that would reasonably be expected to supplement or make amendments cause it to exercise its rights under this Section 2.1(d). If a Holder is required to suspend the use of a Prospectus pursuant to this Section 2.1(d), the applicable Demand Registration Statement if required Period shall be extended by the registration form used by same number of days as the Company for the applicable Registration or by the instructions applicable to days such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Partyuse is suspended.

Delay in Filing; Suspension of Registration. If the Company shall furnish furnishes to the Participating Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Shelf Registration Statement filed pursuant to Section 2.02(a) would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, of the Demand Shelf Registration Statement (a “Demand Shelf Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionShareholder, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, that in the event of a Demand Shelf Suspension, such Demand Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Shelf Holder shall keep confidential the fact that a Demand Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (Ai) for disclosure to such Participating Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (Bii) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (Ciii) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (Div) as required by law, rule or regulation, (v) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (vi) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Shelf Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Shelf Holders upon the termination of any Demand Shelf Suspension, and (a) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (b) in the case of an effective Shelf Registration Statement, shall (x) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Shelf Holders may reasonably requestrequest and (y) if applicable, cause any post-effective amendment to the Shelf Registration Statement to become effective. The Company agrees, if necessary, to supplement or make amendments to the Demand Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyShareholder.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Sponsors and each of the Eligible Shareholders participating in such Demand Registration pursuant to Section 2.1(e) hereof, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, provided that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect(i) more than once during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding thirty (B30) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Demand Suspension, the Participating Holders Sponsors and each of the participating Eligible Shareholders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders Sponsors and each of the participating Eligible Shareholders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders Sponsors and each of the participating Eligible Shareholders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Shareholders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Sponsor(s) that requested such Demand PartyRegistration pursuant to Section 2.1(a) hereof.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness effectiveness, or continued use of a Demand Shelf Registration Statement filed pursuant to Section 2.02(a) would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, of the Demand Shelf Registration Statement (a “Demand Shelf Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionInstitutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twiceonce, or for more than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, that in the event of a Demand Shelf Suspension, such Demand Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Shelf Holder shall keep confidential the fact that a Demand Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Shelf Holder’s employees, agents agents, and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule rule, or regulation, (E) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential, and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Shelf Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Shelf Holders upon the termination of any Demand Shelf Suspension, and (i) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Shelf Registration Statement, shall (x) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Shelf Holders may reasonably requestrequest and (y) if applicable, cause any post-effective amendment to the Shelf Registration Statement to become effective. The Company agrees, if necessary, to supplement or make amendments to the Demand Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyInstitutional Investors.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating Issuer determines in good faith that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company Issuer to make an Adverse Disclosure, then the Company may Issuer may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, Issuer shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is or Shelf Suspension (as defined in effectSection 2.02(d)) (i) more than once during any twelve (12)-month period, the certificate referred to above and its contents unless and until otherwise notified by the Company, except or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, a period exceeding thirty (B30) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus Prospectuses in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company Issuer shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and as so amended or supplemented or any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Holders may reasonably request. The Company agreesIssuer shall, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company Issuer for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand PartyDemanding Holder.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of Institutional Investors holding a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspensionthen-outstanding Registrable Securities held by all Institutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationregulation (including, without limitation, as required by a court order or an applicable governmental or regulatory authority). In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.Free

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Shelf Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Shelf Registration Statement filed pursuant to Section 2.02(a) would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, of the Demand Shelf Registration Statement (a “Demand Shelf Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionInstitutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twiceonce, or for more than an aggregate of 90 sixty (60) days, in each case, during any 12-month period; provided, further, that in the event of a Demand Shelf Suspension, such Demand Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Shelf Holder shall keep confidential the fact that a Demand Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Shelf Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Shelf Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation, (E) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Shelf Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Shelf Holders upon the termination of any Demand Shelf Suspension, and (i) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Shelf Registration Statement, shall (x) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Shelf Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Shelf Holders may reasonably requestrequest and (y) if applicable, cause any post-effective amendment to the Shelf Registration Statement to become effective. The Company agrees, if necessary, to supplement or make amendments to the Demand Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartyInstitutional Investors.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand SuspensionInstitutional Investors, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 sixty (60) days, in each case, during any twelve (12-) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and Subsidiaries, (D) as required by law, rule or regulation, (E) for disclosures to potential limited partners or investors of a Participating Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, and (i) in the case of a Demand Registration Statement that has not been declared effective, shall promptly thereafter file the Demand Registration Statement and use its reasonable best efforts to have such Demand Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Demand Registration Statement, shall amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any the Participating Holder Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunderAct, or as may reasonably be requested by the Demand PartyInstitutional Investors.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Stockholders (provided that the Company shall not disclose any material non-public information that is the basis for such notice to any PG Stockholder without the express written consent of such PG Stockholder), delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the such Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, once during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except period or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationa period exceeding 60 days. In the case of a Demand Suspension, the Participating Holders Stockholders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable SecuritiesShares, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders Stockholders in writing upon (A) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such Demand Suspension and (B) the effectiveness of such Demand Registration Statement. Notwithstanding the provisions of this Section 3.1(e), the Company may not postpone the filing or effectiveness of, or suspend use of, a Demand Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or otherwise ceases to be Adverse Disclosure. During a Demand Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any other Stockholder or holder of its securities and, upon termination of any Demand Suspension, the Company shall promptly amend or supplement the Prospectus and any Issuer Free Writing applicable Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and furnish to the Participating Holders Stockholders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Majority Stockholders may reasonably request. The Company agreesshall, if necessary, to supplement or make amendments to amend the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the Demand PartyMajority Stockholders.

Delay in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, then the Company may may, upon giving prompt written notice of such action to the Holders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate a Demand Suspensions and Shelf Suspensions Suspension (i) more than twice, or for more than an aggregate of 90 days, in each case, once during any 12-month period; provided, further, period unless the Company receives the written advice of its outside counsel to the effect that in the event of a Demand Suspension, such an additional Demand Suspension shall terminate at during such earlier time as period is reasonably necessary to avoid an Adverse Disclosure unrelated to the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential circumstances underlying the fact that a initial Demand Suspension is (and, in effectany event, the certificate referred to above and its contents unless and until otherwise notified by the Companyno more than three times during any 24-month period), except or (Aii) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or a period exceeding 30 days on any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationone occasion. In the case of a Demand Suspension, the Participating Holders holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase ofpurchase, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement Statement, if required by the registration form used by the Company for the applicable Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, thereunder or as may reasonably be requested by the holders of a majority of the Registrable Securities that are included in such Demand PartyRegistration Statement.

Delay in Filing; Suspension of Registration. (i) If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, initial effectiveness or continued use of a Demand the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, then (ii) the Company may is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten offering of its securities, or (iii) the Board of Directors of the Company reasonably determines that such registration and offering would interfere with any material transaction involving the Company, the Company may, upon giving prompt written notice of such action to the Shareholders, delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Shelf Registration Statement (a “Demand "Shelf Registration Suspension”"); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and a Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Registration Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employeesmore than once during any period in which the Shelf Registration Statement is effective, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, or (B) for disclosures to a period exceeding 90 days on any one occasion. Notwithstanding the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep foregoing, no such information confidential, (C) if and to the extent delay shall exceed such matters are publicly disclosed by number of days that the Company or any of its Subsidiaries or any other Person that, determines in good faith to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulationbe reasonably necessary. In the case of a Demand Shelf Registration Suspension, the Participating Holders Shareholders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery receipt of the notice referred to above. The Company shall (1) immediately notify the Participating Holders Shareholders upon the termination of any Demand Shelf Registration Suspension, (2) amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission therein, and (3) furnish to the Participating Holders Shareholders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder the Shareholders may reasonably request. The limitation on the obligation of the Company agrees, if necessary, to supplement or make amendments to maintain effectiveness of the Demand Shelf Registration Statement if required imposed by Section 2.1(ii)(C) shall be extended by the registration form used by the Company for the applicable number of days of any Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand PartySuspension.