Common use of Suspension of Registration Clause in Contracts

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 ten (10) days’ prior written notice of such action to the Holders Holders, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that that, the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 sixty (60) days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven (7) days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 thirty-five (35) days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders and (if applicable) the Hedge Fund Parties, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that that, the Company shall not be permitted to exercise a Suspension (i) more than twice once during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders and (if applicable) the Hedge Fund Parties will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration Notice will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders and (if applicable) the Hedge Fund Parties upon the termination of any Suspension, amend or supplement the applicable prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders and any selling Hedge Fund Parties such numbers of copies of such prospectus as so amended or supplemented as the Holders and such selling Hedge Fund Parties may reasonably request. The Company agrees, if necessary, to supplement or make amendments to a Registration Statement, if required by the registration form used by the Company for the 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 Holders of a majority of the Registrable Securities included in any offering pursuant to such Registration Statement. The Company will pay all Registration Expenses incurred in connection with any such suspended or aborted registration or prospectus.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 6.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 6.1.5. The Company agrees that, in the event it exercises its rights under this Section 6.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a such Shelf Registration StatementStatement (or, including with respect to a Shelf Registration StatementTake-Down under Section 4.2, the Company sale of securities of LPL to be sold pursuant thereto) at any time would require LPL to make an Adverse Disclosure, LPL may, upon giving at least 10 ten days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness ofSponsors, or suspend use of, such of the Shelf Registration Statement (or defer the filing of a Prospectus relating to any Shelf Take-Down) (a “Shelf Suspension”); provided, however, provided that the Company LPL shall not be permitted to exercise a Shelf Suspension or Demand Suspension (as defined in Section 4.3(d)) (i) more than twice during any 12-month period (and, in any event, no more than three times during any 24-month period), (ii) for a period exceeding 60 sixty (60) days on any one occasion, occasion or (iii) unless for the full period an aggregate of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by more than 90 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12-month period. In the case of a Shelf Suspension, the Holders Sponsors agree that upon receipt of the notice referred to above, the Stockholders will suspend use of the applicable prospectus Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of purchase Registrable Securities included in such Registration Statement (or suspend any marketing with respect to such effect, the Company a marketed Shelf Take-Down). LPL shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately promptly notify the Holders Stockholders upon the termination of any Shelf Suspension. In the event that LPL exercises its rights under this Section 4.1(c), LPL shall, as promptly as practicable following the expiration of the applicable suspension period, file or update and use its reasonable best efforts to cause the effectiveness of the suspended Registration Statement and applicable Prospectus.

Suspension of Registration. In Notwithstanding anything to the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statementcontrary contained herein, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders (x) all Holders, delay the submission filing of the initial Shelf Registration Statement or filing or initial effectiveness of(y) any Shelf Holder whose Registrable Securities are included in the Shelf Registration Statement, or suspend such Shelf Holder’s use of, such of any Prospectus which is a part of the Shelf Registration Statement (in which event the Shelf Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement, but such Shelf Holder may settle any contracted sales of Registrable Securities) if the Company (i) is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that its ability to pursue or consummate such a “Suspension”)transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (ii) has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Company, would be Adverse Disclosure; provided, however, that in no event shall (A) such filing of the Company shall not initial Shelf Registration Statement be permitted to exercise a Suspension delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 75 days or (B) such Shelf Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Shelf Registration Statement (y) more than twice two times during any 12-month period, period or (iiz) for a period exceeding 60 45 days on in the aggregate in any one occasion, (iii) unless for 90 day period or 90 days in the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by aggregate during any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing 365 day period. Upon disclosure of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale information or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effectcondition described above, the Company shall cease provide prompt notice to the Shelf Holders whose Registrable Securities are included in the Shelf Registration Statement, promptly terminate any suspension of sales it has put into effect and take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement. In addition, to the extent that any time after the fifth anniversary of the date of this agreement (i) the Company is not eligible to use Form S-3 or any equivalent short form registration statement and (ii) Navy and its Affiliates hold less than 10% of the issued and outstanding Company Shares, the Shelf Period shall be suspended until such time as the Company is eligible to use Form S-3 or any equivalent short form registration statement at which time the Company shall file and cause to be declared effective a Shelf Registration Statement on Form S-3 for the registration of all Registrable Securities. In the event the Shelf Period is suspended as contemplated by the preceding sentence, the Company shall promptly use commercially reasonable efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspensionbecome eligible to use Form S-3 as soon as practicable after such suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (ix) more than twice two times during any 12-12 month period, (iiy) for a period exceeding 60 45 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivz) at for periods exceeding, in the aggregate, 90 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.5. The Company agrees that, in the event it exercises its rights under this Section 3.1.5, it shall, within 45 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.5. The Company agrees that, in the event it exercises its rights under this Section 2.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, in respect of a Demand Registration at any time would require the Company Issuer to make an Adverse Disclosure, then the Issuer may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders holders which are included in such Demand Registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)Statement; provided, however, that the Company Issuer shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Issuer exercises its rights under the preceding sentence, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofholders agree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of the Prospectus relating to the Demand Registration in connection with a Demand Registration, prior any sale or offer to sell Registrable Securities. The Issuer shall promptly notify the termination holders of the expiration of any Suspensionperiod during which it exercised its rights under this Section 2.1(g). The Issuer agrees that, in the Holder that made event it exercises its rights under this Section 2.1(g), it shall, within 30 days following the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon holders' receipt of notices from all Holders the notice of suspension, update the suspended Registration Statement as may be necessary to permit the holders to resume use thereof in connection with the offer and sale of their Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the accordance with applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspensionlaw.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 45 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivii) at for an aggregate period exceeding 60 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.7. The Company agrees that, in the event it exercises its rights under this Section 3.1.7, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall will not be permitted to exercise a Suspension do so (i) more than twice during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivii) at for an aggregate period exceeding 60 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately will promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.7. The Company agrees that, in the event it exercises its rights under this Section 3.1.7, it will, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that that, the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non‑public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business, or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during for a period exceeding 30 days on any one occasion or (ii) for an aggregate period exceeding 60 days in any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.6. The Company agrees that, in the event it exercises its rights under this Section 3.1.6, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including Statement in respect of a Shelf Demand Registration Statementat any time would require the Issuer to make an Adverse Disclosure, the Company Issuer may, upon giving at least 10 days’ prior prompt written notice to LGE of such action its determination that it is required to the Holders make an Adverse Disclosure, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten OfferingStatement. In the case of a Suspensionevent the Issuer exercises its rights under the preceding sentence, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofLGE agrees to suspend, or offer to sell or purchase, Registrable Securities, immediately upon its receipt of the notice referred to above. In , its use of the Prospectus relating to the Demand Registration in connection with a Demand Registration, prior any sale or offer to sell Registrable Securities. The Issuer shall immediately notify LGE of the termination expiration of any Suspensionperiod during which it exercised its rights under this Section 2.1(e), provided, however, that (i) the Holder that made Issuer shall not be permitted to effect such postponement more than twice during the request for Demand Registration will be entitled 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to withdraw its Demand Notice. Upon receipt this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of notices from any postponement exceed in the aggregate 90 calendar days, unless, in the case of the foregoing clauses (i) and (ii), LGE shall have sold all Holders of the Registrable Securities included in such the Registration Statement Statement(s) that were subject to such effectthe previous postponement(s) in that 12-month period. Notwithstanding Section 2.1(c) hereof, in the Company shall cease all efforts event that the Issuer exercises its rights pursuant to secure effectiveness this Section 2.1(e), LGE may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the applicable Registration Statement. The Company request for registration shall immediately notify not be deemed to be the Holders upon the termination exercise of any Suspensiona demand by LGE under this Section 2.1.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that that, the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 more than 120 days on in the aggregate during any one occasion12-month period, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Demand Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business, or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during for a period exceeding 30 days on any one occasion or (ii) for an aggregate period exceeding 60 days in any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.6. The Company agrees that, in the event it exercises its rights under this Section 3.1.6, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including Statement in respect of a Shelf Demand Registration Statementat any time would require the Issuer to make an Adverse Disclosure, the Company Issuer may, upon giving at least 10 days’ prior prompt written notice to Philips of such action its determination that it is required to the Holders make an Adverse Disclosure, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten OfferingStatement. In the case of a Suspensionevent the Issuer exercises its rights under the preceding sentence, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofPhilips agrees to suspend, or offer to sell or purchase, Registrable Securities, immediately upon its receipt of the notice referred to above. In , its use of the Prospectus relating to the Demand Registration in connection with a Demand Registration, prior any sale or offer to sell Registrable Securities. The Issuer shall immediately notify Philips of the termination expiration of any Suspensionperiod during which it exercised its rights under this Section 2.1(e), provided, however, that (i) the Holder that made Issuer shall not be permitted to effect such postponement more than twice during the request for Demand Registration will be entitled 12 months immediately preceding the commencement of such postponement, and (ii) in no event shall the period of time during which the Issuer, pursuant to withdraw its Demand Notice. Upon receipt this Section 2.1(e), may postpone one or more registration statements during the 12 months immediately preceding the commencement of notices from any postponement exceed in the aggregate 90 calendar days, unless, in the case of the foregoing clauses (i) and (ii), Philips shall have sold all Holders of the Registrable Securities included in such the Registration Statement Statement(s) that were subject to such effectthe previous postponement(s) in that 12-month period. Notwithstanding Section 2.1(c) hereof, in the Company shall cease all efforts event that the Issuer exercises its rights pursuant to secure effectiveness this Section 2.1(e), Philips may by notice to the Issuer withdraw its request for registration, including in respect of securities subject to an effective registration statement, and the applicable Registration Statement. The Company request for registration shall immediately notify not be deemed to be the Holders upon the termination exercise of any Suspensiona demand by Philips under this Section 2.1.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivii) at for an aggregate period exceeding 60 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.6. The Company agrees that, in the event it exercises its rights under this Section 3.1.6, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or -------------------------- continued use of a registration statement in respect of a Demand Registration Statement, including a Shelf Registration Statementat any time would require the Company to make an Adverse Disclosure or would require the inclusion in such registration statement of audited financial statements that are unavailable to the Company for reasons beyond the Company's reasonable control, the Company may, upon giving at least 10 days’ prior prompt written notice (but in any event within five (5) days of determination) of such action to the Holders holding Registrable Securities included or proposed to be included in such Demand Registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (registration statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose a “"Demand Suspension”"); provided, however, that the Company shall not be ----------------- -------- ------- permitted to exercise a Demand Suspension (i) more than twice three times during any 12twenty-four (24) month period, (ii) for a period exceeding 60 ninety (90) days on any one occasion, or (iii) unless for the full an aggregate period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding one hundred twenty (120) days in any holder of its securities and prohibits offers and sales by its directors and officers, or twelve (iv12) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringmonth period. In the case event of a Demand Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, immediately upon their receipt of the notice referred to above. In , any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Demand Registration in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Demand Registration, prior to the termination of Suspension or any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statementrelated facts. The Company shall immediately promptly (but in any event within five (5) days) notify the Holders holding Registrable Securities affected by any Demand Suspension upon the termination of any such Demand Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 8.1.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, howeverthat, that unless otherwise agreed in writing by a Requisite Capital IV Majority, the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full an aggregate period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 8.1.5. The Company agrees that, in the event it exercises its rights under this Section 8.1.5, it shall, within 30 days following the giving of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material nonpublic information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders stockholders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall will not be permitted to exercise a Suspension do so (i) more than twice during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivii) at for an aggregate period exceeding 90 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofsuch stockholders agree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately will promptly notify such stockholders of the Holders upon the termination expiration of any Suspensionperiod during which it exercised its rights under this Section 2.1(e). The Company agrees that, in the event it exercises its rights under this Section 2.1(e), it will, within 30 days following such stockholders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the stockholders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. In the event of a Material Disclosure Event at the time The obligations of the submission or filingIssuers set forth in Sections 2 and 4 hereof are subject to the following limitations, initial effectiveness or continued use conditions and qualifications: Subject to the next sentence of a Registration Statement, including a Shelf Registration Statementthis paragraph, the Company mayIssuers shall be entitled to postpone, upon giving at least 10 days’ prior written notice for a reasonable period of such action to time, the Holders delay the submission or filing or initial effectiveness of, or suspend use ofthe rights of any Holders to make sales pursuant to, such any Registration Statement (a “Suspension”)otherwise required to be prepared, filed and made and kept effective by them hereunder; provided, however, that the Company shall duration of such postponement or suspension may not be permitted exceed the earlier to exercise a Suspension occur of (iA) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 15 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use cessation of the applicable prospectus circumstances described in connection with the next sentence of this paragraph on which such postponement or suspension is based or (B) 60 days after the date of the determination of the Boards of Directors referred to in the next sentence, and the duration of any sale such postponement or purchase suspension shall be excluded from the calculation of the time periods described in Sections 2 and 4 hereof. Such postponement or suspension may only be effected if the Board of Directors of the Company determines in good faith that the filing or effectiveness of, or sales pursuant to, such Registration would materially impede, delay or interfere with any financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving any Issuer or any of their affiliates or require disclosure of material information which any Issuer has a bona fide business purpose for preserving as confidential. If the Issuers shall so postpone the filing or effectiveness of a Registration or so suspend the rights of Holders to sell or purchasemake sales it shall, Registrable Securitiesas promptly as possible, upon receipt notify any selling Holders of such determination, and the time periods set forth in Sections 2 and 4 shall be extended by a time period equal to the number of days of the notice referred postponement or suspension. There shall be no more than two such postponements or suspensions (not to above. In connection with a Demand Registration, prior to exceed 60 days in the termination of aggregate) in any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspensionone calendar year.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (ix) more than twice two times during any twelve (12-) month period, (iiy) for a period exceeding 60 forty five (45) days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivz) at for periods exceeding, in the aggregate, ninety (90) days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringtwelve (12) month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any Prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.5. The Company agrees that, in the event it exercises its rights under this Section 3.1.5, it shall, within forty five (45) days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf shelf Registration StatementStatement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness ofof such Registration Statement, or suspend use of, of such Registration Statement (a “Suspension”)Statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 125 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.7. The Company agrees that, in the event it exercises its rights under this Section 3.1.73.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 8.1.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (registration statement; provided , that, unless otherwise agreed in writing by a “Suspension”); providedRequisite Capital IV Majority, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full an aggregate period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 8.1.5. The Company agrees that, in the event it exercises its rights under this Section 8.1.5, it shall, within 30 days following the giving of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementstatement pursuant to Rule 415, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement, and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (ix) more than twice two (2) times during any twelve (12-) month period, (iiy) for a period exceeding 60 forty five (45) days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivz) at for periods exceeding, in the aggregate, ninety (90) days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringtwelve (12) month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any Prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.5. The Company agrees that, in the event it exercises its rights under this Section 3.1.5, it shall, within forty five (45) days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable Law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company's ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.5. The Company agrees that, in the event it exercises its rights under this Section 3.1.5, it shall, within 30 days following such Holders' receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders Holders, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension (i) more than twice three times during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) for a period exceeding 125 days in any 12-month period, (iv) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (ivv) at any time within seven five days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten OfferingRegistration. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a such Shelf Registration StatementStatement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders delay the submission or filing or initial effectiveness ofHolders, or suspend use of, such of the Shelf Registration Statement (a “Shelf Suspension”); ) provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice once during any 12365-month period, (ii) day period for a period exceeding 60 days on not to exceed 30 days; provided, further, any one occasion, (iii) unless Shelf Suspension during the two-week period following the Company’s public announcement of earnings for the full period of the Suspension, the Company does a fiscal quarter shall not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringexceed 48-hours. In the case of a Shelf Suspension, the Holders will agree to suspend use of the applicable prospectus Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with , provided that any such suspension may not exceed 30 days during any 365-day period or during the two-week period following the Company’s public announcement of earnings for a Demand Registrationfiscal quarter, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement48-hours. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension., amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request, which the Company shall do upon the expiration of the 30-day period, or 48-hour period, as applicable, referenced above. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement 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 Holders of a majority of Registrable Securities that are included in such Shelf Registration Statement. (e)

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415, in respect of a registration pursuant to this Section 6.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with the Company’s outside legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders Investors participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two (2) times during any twelve (12-) month period, (ii) for a period exceeding 60 forty-five (45) days on any one occasion, occasion or (iii) unless for periods exceeding, in the full period of the Suspensionaggregate, the Company does not offer or sell securities for its own account, does not permit registered sales by ninety (90) days in any holder of its securities and prohibits offers and sales by its directors and officers, or twelve (iv12) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringmonth period. In the case event the Company exercises its rights under the immediately preceding sentence, such Investors and the members of a Suspensiontheir Corresponding Investor Groups agree to suspend, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any Prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Investors of the Holders upon the termination expiration of any Suspensionperiod during which it exercised its rights under this Section 6.1.6. The Company agrees that, in the event it exercises its rights under this Section 6.1.6, it shall, within forty-five (45) days following such Investors’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the members of the Investor Groups to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable Law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (including the consent of the directors designated by one or more of the Kohlberg Investors pursuant to the Stockholders Agreement) (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.5. The Company agrees that, in the event it exercises its rights under this Section 2.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf shelf Registration StatementStatement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness ofof such Registration Statement, or suspend use of, of such Registration Statement (a “Suspension”)Statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 125 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.7. The Company agrees that, in the event it exercises its rights under this Section 2.1.7, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company at any time would require SumTotal, in its reasonable judgment, to make an Adverse Disclosure, then SumTotal may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders which are included in any such Registration Statement, delay the submission or filing or initial effectiveness of, or suspend use of, any such Registration Statement (a “Suspension”)Statement; provided, however, that the Company SumTotal shall not be permitted to exercise a Suspension do so (i) more than twice three (3) times during any 12-month period, period or (ii) for a period exceeding 60 twenty-five (25) days on any one occasion; provided, however, that in the event two such suspensions are separated by fewer than twenty-five (iii25) unless for days, SumTotal may not again defer or suspend the full use of the Registration Statement until a period of twenty-five (25) days has elapsed after resumption of the Suspension, use of the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to Registration Statement following the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringsecond suspension. In the case of a Suspensionevent SumTotal exercises its rights under the preceding sentence, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of the Prospectus relating to the registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Noticesell Registrable Securities. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company SumTotal shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately promptly notify the Holders upon of the termination expiration of any Suspensionperiod during which SumTotal exercised its rights under this Section 5.1. SumTotal agrees that, in the event it exercises its rights under this Section 5.1, it shall, within twenty-five (25) days following the Holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1, at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continue use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend the use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.5. The Company agrees that in the event it exercises its rights under this Section 2.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (including the consent of the directors designated by one or more of the Carlyle Investors pursuant to the Stockholders Agreement) (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.5. The Company agrees that, in the event it exercises its rights under this Section 2.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (including the consent of the directors elected by a majority of the Principal Investor Classes, if any) (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full a period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.5. The Company agrees that, in the event it exercises its rights under this Section 2.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at Issuer determines in good faith that the time of the submission or filing, initial effectiveness or continued use of a Registration Statement, including a such Shelf Registration StatementStatement at any time would require the Issuer to make an Adverse Disclosure, the Company Issuer may, upon giving giving, to the extent practicable, at least 10 ten (10) days’ prior written notice of such action to the Holders delay Investors (or, in the submission or filing or initial effectiveness ofcase of a Block Trade, or upon receipt of notice of such Block Trade pursuant to Section 2.02(e)), suspend use of, such of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company Issuer shall not be permitted to exercise a Suspension (other than a Shelf 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 twice during any 12-month twelve (12)-month period, or (ii) for a period exceeding 60 sixty (60) days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Shelf Suspension, the Holders will Investors agree to suspend use of the applicable prospectus Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company Issuer shall immediately notify the Holders Investors upon the termination of any Shelf Suspension, amend or supplement the Prospectus or any Issuer Free Writing Prospectus, if necessary, so it does not contain any material misstatement or omission and furnish to the Investors such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the Investors may reasonably request. The Issuer shall, if necessary, supplement or make amendment to such Shelf Registration Statement, if required by the registration form used by the Issuer for such Shelf Registration or by the instruction 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 Investors.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness -------------------------- or continued use of a registration statement in respect of a Demand Registration Statement, including a Shelf Registration Statementat any time would require the Company to make an Adverse Disclosure or would require the inclusion in such registration statement of audited financial statements that are unavailable to the Company for reasons beyond the Company's reasonable control, the Company may, upon giving at least 10 days’ prior prompt written notice (but in any event within five (5) days of determination) of such action to the Holders holding Registrable Securities included or proposed to be included in such Demand Registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement registration statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a “"Demand Suspension”"); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than twice three times during any 12twenty-four (24) month period, (ii) for a period exceeding 60 ninety (90) days on any one occasion, or (iii) unless for the full an aggregate period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding one hundred twenty (120) days in any holder of its securities and prohibits offers and sales by its directors and officers, or twelve (iv12) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringmonth period. In the case event of a Demand Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, immediately upon their receipt of the notice referred to above. In , any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Demand Registration in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Demand Registration, prior to the termination of Suspension or any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statementrelated facts. The Company shall immediately promptly (but in any event within five (5) days) notify the Holders holding Registrable Securities affected by any Demand Suspension upon the termination of any such Demand Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to Section 2.2 at any time (i) would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board both (A) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (B) would not be in the best interests of the Company or would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, or (ii) if the Company reasonably believes that effecting such registration would materially and adversely affect an offering of securities of the Company, the preparation of which is then contemplated, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (iA) more than twice two times during any 12-12 month period, (iiB) for a period exceeding 30 days on any one occasion or (C) for a period exceeding 60 days on in any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.2.5. The Company agrees that, in the event it exercises its rights under this Section 2.2.5, it shall, within 30 days (or 60 days, as applicable) following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of their Registrable Securities in accordance with applicable law. For the avoidance of doubt, this Section 2.2.5 does not modify or affect the Filing Deadline or any Suspensionof the Company’s obligations under Section 2.1.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a registration statement in respect of a Demand Registration Statement, including a Shelf Registration Statementat any time would require the Company to make an Adverse Disclosure or would require the inclusion in such registration statement of audited financial statements that are unavailable to the Company for reasons beyond the Company's reasonable control, the Company may, upon giving at least 10 days’ prior prompt written notice (but in any event within five (5) days of determination) of such action to the Holders holding Registrable Securities included or proposed to be included in such Demand Registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement registration statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a “"Demand Suspension”"); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than twice three times during any 12twenty-four (24) month period, (ii) for a period exceeding 60 ninety (90) days on any one occasion, or (iii) unless for the full an aggregate period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding one hundred twenty (120) days in any holder of its securities and prohibits offers and sales by its directors and officers, or twelve (iv12) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offeringmonth period. In the case event of a Demand Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, immediately upon their receipt of the notice referred to above. In , any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Demand Registration in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Demand Registration, prior to the termination of Suspension or any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statementrelated facts. The Company shall immediately promptly (but in any event within five (5) days) notify the Holders holding Registrable Securities affected by any Demand Suspension upon the termination of any such Demand Suspension.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement, including a Shelf Registration Statementshelf registration statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice during any 12-month period, (ii) for a period exceeding 60 30 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, occasion or (ivii) at for an aggregate period exceeding 60 days in any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.6. The Company agrees that, in the event it exercises its rights under this Section 2.1.6, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.

Suspension of Registration. In If the event of a Material Disclosure Event at the time of the submission or filing, initial effectiveness or continued use of a Registration Statementregistration statement in respect of a registration pursuant to this Section 2.1 at any time would require the Company to make a public disclosure of material non-public information, including which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a Shelf Registration Statementmaterial adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving at least 10 days’ prior prompt written notice of such action to the Holders participating in such registration, delay the submission or filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”)registration statement; provided, however, that the Company shall not be permitted to exercise a Suspension do so (i) more than twice two times during any 12-12 month period, (ii) for a period exceeding 60 30 days on any one occasion, occasion or (iii) unless for the full an aggregate period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by exceeding 60 days in any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering12 month period. In the case of a Suspensionevent the Company exercises its rights under the preceding sentence, the such Holders will suspend use of the applicable prospectus in connection with any sale or purchase ofagree to suspend, or offer to sell or purchase, Registrable Securities, promptly upon their receipt of the notice referred to above. In , their use of any prospectus relating to such registration in connection with a Demand Registration, prior any sale or offer to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of sell Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration StatementSecurities. The Company shall immediately promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 2.1.5. The Company agrees that, in the event it exercises its rights under this Section 2.1.5, it shall, within 30 days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders upon to resume use thereof in connection with the termination offer and sale of any Suspensiontheir Registrable Securities in accordance with applicable law.