Common use of Suspension of Sales; Adverse Disclosure Clause in Contracts

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC that the use of the Prospectus may be resumed (any such period, a “Suspension Period”). If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC for reasons beyond AHPAC’s control, AHPAC may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering), such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC Parentco that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC Parentco hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC Parentco that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC Parentco to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC Parentco for reasons beyond AHPACParentco’s control, AHPAC Parentco may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC Parentco to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC Parentco exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC Parentco shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.43.4 and, upon the expiration of such period, the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed and he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice)) and, or until it is advised if so directed by the Company, each Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in writing by AHPAC that the use such Holder’s possession, of the Prospectus may be resumed (any covering such period, a “Suspension Period”)Registrable Securities at the time of receipt of such notice. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure Disclosure, or would require the inclusion in such Registration Statement of (i) financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC (ii) audited financial statements as of a date other than the Company’s fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses of this audit), or (iii) pro forma financial statements that are required to be included in a registration statement, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend the use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (90 days per delay or suspension or more than once 150 total calendar days, in a six each case during any twelve-month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Parent that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Parent hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), it has received notice that any post-effective amendment has become effective or until it is advised in writing by AHPAC the Parent that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Parent to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Parent for reasons beyond AHPACthe Parent’s control, AHPAC the Parent may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30i) sixty (60) consecutive days or (ii) one hundred and twenty (120) total calendar days, in the aggregate, in any twelve-month period, determined in good faith by AHPAC the Parent to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Parent exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Parent shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.43.4 and, upon the expiration of any such period, the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders Stockholders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”). If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC the Company to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders Stockholders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders Stockholders of the expiration of any period during which it exercised its rights under this Section 3.46.04(d). Notwithstanding anything to the contrary in this Section 6.04, in no event shall any Suspension Period or any Blackout Period continue for more than ninety (90) days in the aggregate during any 365-day period.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed and he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice)) and, or until it is advised if so directed by the Company, each Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in writing by AHPAC that the use such Holder’s possession, of the Prospectus may be resumed (any covering such period, a “Suspension Period”)Registrable Securities at the time of receipt of such notice. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure Disclosure, or would require the inclusion in such Registration Statement of (i) financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC (ii) audited financial statements as of a date other than the Company’s fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses of this audit), or (iii) pro forma financial statements that are required to be included in a registration statement, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend the use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) 180 days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed and he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice)) and, or until it is advised if so directed by the Company, each Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in writing by AHPAC that the use such Holder’s possession, of the Prospectus may be resumed (any covering such period, a “Suspension Period”)Registrable Securities at the time of receipt of such notice. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure Disclosure, or would require the inclusion in such Registration Statement of (i) financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC (ii) audited financial statements as of a date other than the Company’s fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses of this audit), or (iii) pro forma financial statements that are required to be included in a registration statement, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders 60 days or not more than two (2) times in any calendar year three hundred sixty (or more than once in a six month 360) day period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC Parent that a Registration Statement or Prospectus contains a Misstatement, each of the Holders Stockholders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC Parent hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC Parent that the use of the Prospectus may be resumed (any such period, a “Suspension Period”). If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC Parent to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC Parent for reasons beyond AHPACParent’s control, AHPAC Parent may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, time determined in good faith by AHPAC Parent to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year). In the event AHPAC Parent exercises its rights under the preceding sentence, the Holders Stockholders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC Parent shall immediately notify the Holders Stockholders of the expiration of any period during which it exercised its rights under this Section 3.43.04(d). Notwithstanding anything to the contrary in this Section 3.04, in no event shall any Suspension Period or any Blackout Period continue for more than ninety (90) days in the aggregate during any 365-day period.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC Parent that a Registration Statement registration statement or Prospectus prospectus contains a Misstatement, each of the Holders holders of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus prospectus correcting the Misstatement (it being understood that AHPAC Parent hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC Parent that the use of the Prospectus prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration registration at any time would require AHPAC Parent to make an Adverse Disclosure (as defined below) or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC Parent for reasons beyond AHPACParent’s control, AHPAC Parent may, upon giving prompt written notice of such action to the Holdersholders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC Parent to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC Parent exercises its rights under the preceding sentence, the Holders Investors agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus prospectus relating to any Registration registration in connection with any sale or offer to sell Registrable Securities. AHPAC Parent shall immediately notify the Holders Investors of the expiration of any period during which it exercised its rights under this Section 3.43.6. As used herein, “Adverse Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of Parent, after consultation with counsel to Parent, (i) would be required to be made in any Registration Statement or prospectus in order for the applicable Registration Statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) Parent has a bona fide business purpose for not making such information public.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would (a) require AHPAC the Company to make an Adverse Disclosure or would Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC or (c) in the good faith judgment of the majority of the Board such Registration, would be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of timetime reasonably practicable, but in no event more than thirty ninety (3090) days, determined in good faith by AHPAC the Company to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable SecuritiesSecurities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. AHPAC The Company shall immediately as promptly as reasonably practicable notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the HoldersHolders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty sixty (3060) days, determined in good faith by AHPAC the Board to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable SecuritiesSecurities until such Hxxxxx receives written notice from the Company. AHPAC The Company shall immediately promptly notify the Holders of the expiration of any period during which it the Company exercised its rights under this Section 3.4. The Holders shall maintain the confidentiality of such notice and its contents.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC PubCo that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC PubCo hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC PubCo that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would (i) require AHPAC PubCo to make an Adverse Disclosure or would Disclosure, (ii) require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC PubCo for reasons beyond AHPACPubCo’s controlcontrol or (iii) in good faith judgment of the majority of the Board, AHPAC be seriously detrimental to PubCo, and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, PubCo may, upon giving prompt written notice of such action to the HoldersHolders (which notice shall specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, time determined in good faith by AHPAC PubCo to be necessary for such purpose (any purpose, provided that the filing of such period, a “Blackout Period”) and in no event Registration Statement shall (i) AHPAC deliver notice of a Blackout Period to the Holders not be delayed for more than two times ninety (90) days in any calendar year (or more than once in a six 12-month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC PubCo exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC PubCo shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC PubCo that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities under the Registration Statement (i.e, without an exemption from registration such as in accordance with Rule 144) until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC PubCo hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC PubCo that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC PubCo to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC PubCo for reasons beyond AHPACPubCo’s control, AHPAC PubCo may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC PubCo to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC PubCo exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC PubCo shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would (a) require AHPAC the Company to make an Adverse Disclosure or would Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s controlcontrol or (c) in the good faith judgment of the majority of the Board such Registration, AHPAC be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty twice or for more than sixty (3060) consecutive days or more than a total of one hundred and twenty (120) days, determined in good faith by AHPAC the Board to be necessary for such purpose (purpose; provided, that each day of any such period, a “Blackout Period”) and in no event suspension pursuant to this Section 3.4 shall (i) AHPAC deliver notice of a Blackout correspondingly decrease the Aggregate Blocking Period available to the Holders more than two times in Company during any calendar year twelve (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year12)-month period pursuant to Section 2.4 hereof. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of giving such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed and, if so directed by the Company, each Holder shall deliver to Holder (any at the Company’s expense) all copies, other than permanent file copies then in such periodHolder’s possession, a “Suspension Period”)of the Prospectus covering such Registrable Securities at the time of receipt of such notice. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of (i) financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC (ii) audited financial statements as of a date other than the Company’s fiscal year end (unless Holders requesting Registration agree to pay the reasonable expenses of this audit), or (iii) pro forma financial statements that are required to be included in a registration statement, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty ninety (3090) daysdays in any twelve (12)-month period, determined in good faith by AHPAC the Company to be necessary for such purpose (purpose; provided, that each day of any such period, a “Blackout Period”) and in no event suspension pursuant to this Section 3.8 shall (i) AHPAC deliver notice of a Blackout correspondingly decrease the Aggregate Blocking Period available to the Holders more than two times in Company during any calendar year twelve (or more than once in a six 12) month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. period pursuant to Section 3.3 hereof.. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any such Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.43.8.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure (as defined below) or would require the inclusion in such Registration Statement the statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) 30 days, determined in good faith by AHPAC the Company to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.43.6. “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of a co-Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or prospectus in order for the applicable Registration Statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC PubCo that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC and PubCo hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of giving such notice), or until it is advised in writing by AHPAC PubCo that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If (1) the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC PubCo to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC PubCo for reasons beyond AHPACPubCo’s controlcontrol or (2) PubCo determines that the filing, AHPAC initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would reasonably be expected to have a material adverse effect on any proposal or plan by PubCo or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization, financing or other transaction involving PubCo, PubCo may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event may PubCo exercise the right to delay or suspend for more than thirty two periods in any twelve (3012) daysmonth period and not more than ninety (90) days in the aggregate in any twelve (12) month period, determined in good faith by AHPAC PubCo to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year). In the event AHPAC PubCo exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any such Registration in connection with any sale or offer to sell Registrable Securities. AHPAC PubCo shall immediately notify the Holders of the expiration of any period Blackout Period during which it exercised its rights under this Section 3.43.6. Notwithstanding the foregoing, PubCo shall not exercise its rights under this Section 3.6 to invoke a Blackout Period unless it applies the same Blackout Period restrictions contained herein to all other securityholders of the Company with contractual registration rights.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC may, then the Company may upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event on more than thirty three (303) occasions or for more than sixty (60) consecutive days, or more than ninety (90) total calendar days, in each case, during any 24-month period, determined in good faith by AHPAC the Company to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable SecuritiesSecurities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.43.4 and, upon the expiration of any such period, the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.

Suspension of Sales; Adverse Disclosure. 3.4.1 Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains or includes a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Registration Statement or Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC the Company that the use of the Registration Statement or Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration or Underwritten Offering at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) daysprovided, determined in good faith by AHPAC to be necessary for such purpose (any such periodhowever, that the Company may not delay or suspend a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders Registration Statement, Prospectus or Underwritten Offering on more than two times in any (2) occasions, for more than sixty (60) consecutive calendar year (days, or more than once one hundred-twenty (120) total calendar days, in a six month each case during any twelve (12)-month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentencesentences in this Section 3.4, the Holders agree to suspend, immediately upon their receipt of the notice notices referred to abovein this Section 3.4, their use of the Registration Statement or Prospectus relating to any Registration in connection with any sale resale or offer to sell other disposition of Registrable Securities. AHPAC In addition, the Company may delay or suspend continued use of a Registration Statement or Prospectus in respect of a Registration or Underwritten Offering in order to file and make effective a post-effective amendment to such Registration Statement in connection with the filing of the Company’s Annual Report on Form 10-K. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC Holdings that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Registration Statement or Prospectus correcting the Misstatement (it being understood that AHPAC Holdings hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by AHPAC Holdings that the use of the Registration Statement or Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC Holdings to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC Holdings for reasons beyond AHPAC’s Holdings’ control, AHPAC Holdings may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement pursuant to this Section 3.4 for the shortest period of time, but in no event more than thirty one hundred eighty (30180) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC Holdings exercises its rights under the preceding sentence, the Holders agree each Holder agrees (a) to suspend, immediately upon their receipt of the notice referred to above, their use of the Registration Statement or Prospectus relating to any Registration in connection with any sale or offer to sell Registrable SecuritiesSecurities and (b) that it will maintain the confidentiality of information included in such written notice delivered by Holdings unless otherwise required by law or subpoena. AHPAC Holdings shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. If so directed by Holdings, the Holders will deliver to Holdings or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (i) to the extent the Holders are required to retain a copy of such Prospectus (A) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data backup.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement registration statement or Prospectus prospectus contains a Misstatement, each of the Holders holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to use its best efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement registration statement in respect of any Registration registration at any time would require AHPAC the Company to make an Adverse Disclosure (as defined below) or would require the inclusion in such Registration Statement registration statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holdersholders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement registration statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC the Company to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus prospectus relating to any Registration registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders holders of the expiration of any period during which it exercised its rights under this Section 3.44.6. “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any registration statement or prospectus in order for the applicable registration statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the registration statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that (i) a Registration Statement or Prospectus contains a MisstatementMisstatement or (ii) a Registration Statement is no longer effective (including by reason of the fact that a post-effective amendment to such Registration Statement has been filed and has not yet been declared effective), each of the Holders shall forthwith discontinue disposition of Registrable Securities until it such Holder has received copies of a supplemented or amended Registration Statement and Prospectus correcting the Misstatement or lack of effectiveness (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement supplemented or amendment amended Prospectus as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) calendar days, determined in good faith by AHPAC the Company to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4, and upon the expiration of such period the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities, and upon the expiration of such period the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus prospectus contains a Misstatement, each of the Holders holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration registration at any time would require AHPAC the Company to make an Adverse Disclosure (as defined below) or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holdersholders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC the Company to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus prospectus relating to any Registration registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders holders of the expiration of any period during which it exercised its rights under this Section 3.43.5. “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or prospectus in order for the applicable Registration Statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC PubCo that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC and PubCo hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of giving such notice), or until it is advised in writing by AHPAC PubCo that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If (1) the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC PubCo to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC PubCo for reasons beyond AHPACPubCo’s controlreasonable control or (2) PubCo determines that the filing, AHPAC initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would reasonably be expected to have a material adverse effect on any proposal or plan by PubCo or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization, financing or other transaction involving PubCo, PubCo may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days90 days in any 12-month period, determined in good faith by AHPAC PubCo to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC PubCo exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any such Registration in connection with any sale or offer to sell Registrable Securities. AHPAC PubCo shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.42.7.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the HoldersHolders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty sixty (3060) days, determined in good faith by AHPAC the Board to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable SecuritiesSecurities until such Xxxxxx receives written notice from the Company. AHPAC The Company shall immediately promptly notify the Holders of the expiration of any period during which it the Company exercised its rights under this Section 3.4. The Holders shall maintain the confidentiality of such notice and its contents.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC Holdco that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for Holdco believes to be necessary to comply with law (it being understood that AHPAC Holdco hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by AHPAC Holdco that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC Holdco to make an Adverse Disclosure or would require the inclusion in such Registration Statement of (i) financial statements that are unavailable to AHPAC Holdco for reasons beyond AHPACHoldco’s control, AHPAC (ii) audited financial statements as of a date other than Holdco’s fiscal year end, or (iii) pro forma financial statements that are required to be included in a registration statement, Holdco may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event for a period more than thirty sixty (3060) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders consecutive days or more than two times in any calendar year year, determined in good faith by the Board to be necessary for such purpose; provided that each day of any such suspension pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve (or more than once in a six 12) month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearperiod pursuant to Section 2.4 hereof. In the event AHPAC Holdco exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC Holdco shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders Significant Shareholders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the HoldersSignificant Shareholders with Registrable Securities and, in the event any Founder Investor has exercised its rights pursuant to Section 6.01(a) or Section 6.08, such Founder Investor, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty forty-five (3045) days, determined in good faith by AHPAC the Company to be necessary for such purpose purpose; provided, however, that the Company shall only be entitled to exercise such right to delay or suspension for no longer than ninety (any such period, a “Blackout Period”90) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times days in any calendar year consecutive twelve (or more than once in a six 12) month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders Significant Shareholders and the Founder Investors agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders Significant Shareholders with Registrable Securities and, in the event any Founder Investor has exercised its rights pursuant to Section 6.01(a) or Section 6.08, such Founder Investor of the expiration of any period during which it exercised its rights under this Section 3.43.04.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed and he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice)) and, or until it is advised if so directed by the Company, each Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in writing by AHPAC that the use such Holder’s possession, of the Prospectus may be resumed (any covering such period, a “Suspension Period”)Registrable Securities at the time of receipt of such notice. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure Disclosure, or would require the inclusion in such Registration Statement of (i) financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC (ii) audited financial statements as of a date other than the Company’s fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses of this audit), or (iii) pro forma financial statements that are required to be included in a registration statement, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend the use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (90 days per delay or suspension or more than once 120 total calendar days, in a six each case during any twelve-month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC PubCo that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement as contemplated by Section 3.1.8 (it being understood that AHPAC PubCo hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), ) or until it is advised in writing by AHPAC PubCo that the use of the Prospectus may be resumed (any such periodresumed. In addition, a “Suspension Period”). If if the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC to make an Adverse Disclosure or (a) would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC PubCo for reasons beyond AHPACPubCo’s control, AHPAC (b) would, in the good faith view of PubCo, require PubCo to make an Adverse Disclosure, or (c) could materially affect a bona fide business or financing transaction of the PubCo or its subsidiaries, PubCo may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, time determined in good faith by AHPAC PubCo to be necessary for such purpose (any such periodpurpose; provided, a “Blackout Period”) and however, that PubCo shall not have the right to exercise the rights set forth in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders this Section 3.4 for more than two times in any calendar year (90 consecutive days or more than once 120 days, in a six any such case, in any 12-month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC PubCo exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC PubCo shall immediately promptly notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company instructs is necessary to comply with law (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of timetime required to resolve such issue, but in no event more than thirty sixty (3060) consecutive days, determined in good faith by AHPAC the Board to be necessary for such purpose (any such period, a “Blackout Period”) and purpose; provided that the Company shall not defer its obligations in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders this manner more than two times in twice during any calendar year twelve (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year12)-month period pursuant to Section 2.4 hereof. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. The Holders agree that, except as required by applicable law, the Holders shall treat as confidential the receipt of written notice from the Company under this Section 3.4 (provided that in no event shall such notice contain any material nonpublic information of the Company) and shall not disclose or use the information contained in such written notice without the prior written consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of Registrable Securities in breach of the terms of this Agreement.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more per suspension, determined in good faith by the Company to be necessary for such purpose; provided, that each day of any calendar yearsuch suspension pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve (12) month period pursuant to Section 2.4 hereof. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any other person during any deferral or suspension pursuant to this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the HoldersHolders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty sixty (3060) days, determined in good faith by AHPAC the Board to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable SecuritiesSecurities until such Hxxxxx receives written notice from the Company. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it the Company exercised its rights under this Section 3.4. The Holders shall maintain the confidentiality of such notice and its contents.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company instructs is necessary to comply with law (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of timetime required to resolve such issue, but in no event more than thirty sixty (3060) consecutive days, determined in good faith by AHPAC the Board to be necessary for such purpose (any such period, a “Blackout Period”) and purpose; provided that the Company shall not defer its obligations in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders this manner more than two times in twice during any calendar year twelve (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year12)-month period pursuant to Section 2.4 hereof. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. The Holders agree that, except as required by applicable law, the Holders shall treat as confidential the receipt of written notice from the Company under this Section 3.4 (provided that in no event shall such notice contain any material nonpublic information of the Company) and shall not disclose or use the information contained in such written notice without the prior written consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of Registrable Securities in breach of the terms of this Agreement.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “"Suspension Period”"). If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPAC’s the Company's control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering), such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC the Company to be necessary for such purpose (any such period, a “"Blackout Period”") and in no event shall (i) AHPAC the Company deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.with

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC PubCo that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC PubCo hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC PubCo that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would (i) require AHPAC PubCo to make an Adverse Disclosure or would Disclosure, (ii) require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC PubCo for reasons beyond AHPACPubCo’s controlcontrol or (iii) in good faith judgment of the majority of the Board, AHPAC be seriously detrimental to PubCo, and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, PubCo may, upon giving prompt written notice of such action to the HoldersHolders (which notice shall specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, time determined in good faith by AHPAC PubCo to be necessary for such purpose (any purpose, provided that the filing of such period, a “Blackout Period”) and in no event Registration Statement shall (i) AHPAC deliver notice of a Blackout Period to the Holders not be delayed for more than two times ninety (90) days in any calendar year (or more than once in a six 12-month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC PubCo exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC PubCo shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4‎3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement or if applicable any amendment thereto in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement (a “Suspension Event”) for the shortest period of time, but in no event more than thirty an aggregate of ninety (3090) daysdays in any 12 month period, determined in good faith by AHPAC the Company to be necessary for such purpose (purpose; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during any such periodSuspension Event, other than pursuant to a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period registration relating to the Holders more than two times sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate which the only Common Stock being registered is Common Stock issuable upon conversion of forty-five (45) days or more in any calendar yeardebt securities that are also being registered. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders in writing upon the termination of any Suspension Event, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Holders such numbers of copies of the expiration of any period during which it exercised its rights under this Section 3.4Prospectus as so amended or supplemented as the Holders may reasonably request.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such noticenotice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the HoldersHolders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty sixty (3060) days, determined in good faith by AHPAC the Board to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable SecuritiesSecurities until such Xxxxxx receives written notice from the Company. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it the Company exercised its rights under this Section 3.4. The Holders shall maintain the confidentiality of such notice and its contents.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC PubCo that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC PubCo hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC PubCo that the use of the Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC PubCo to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC PubCo for reasons beyond AHPACPubCo’s control, AHPAC PubCo may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC PubCo to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar yearpurpose. In the event AHPAC PubCo exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC PubCo shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. and, upon the expiration of any such period, the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Corporation that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in writing by the Corporation that the use of the Prospectus may be resumed and he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Corporation hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice)) and, or until it is advised if so directed by the Corporation, each Holder shall deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies then in writing by AHPAC that the use such holder’s possession, of the Prospectus may be resumed (any covering such period, a “Suspension Period”)Registrable Securities at the time of receipt of such notice. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC under applicable law, rule or regulation the Registration Statement to contain (a) financial statements that are unavailable to the Corporation for reasons beyond the Corporation’s control or (b) audited financial statements as of a date other than the Corporation’s fiscal year end (unless the applicable Holders agree to pay the reasonable expenses of this audit), or if the Board determines in its reasonable good faith judgment (upon advice of legal counsel) that such Registration Statement would (x) materially interfere with a pending significant acquisition, corporate organization or pending offering of the Corporation’s debt or equity securities, (y) require the Corporation to make an Adverse Disclosure or would require (z) render the inclusion in such Registration Statement of financial statements that are unavailable Corporation unable to AHPAC for reasons beyond AHPAC’s controlcomply with requirements under the Securities Act or Exchange Act, AHPAC the Corporation may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest a reasonable period of time, as determined in good faith by the Corporation, but in no event for more than thirty (30) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Corporation exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Corporation shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.44.4. In the event that the Corporation has given Holders notice of suspension of sales pursuant to this Section 4.4, the applicable time period set forth in subsection 3.1.2 during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such suspension notice to and including the date on which such Holders receive notice in writing from the Corporation that the use of the Prospectus may be resumed.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders Stockholders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”). If Notwithstanding the foregoing obligations, if the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would would, in the good faith judgment of the chief executive officer or chief financial officer of the Company after consultation with outside legal counsel; (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require AHPAC to make an Adverse Disclosure premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or would (iii) require the inclusion in such Registration Statement of financial statements that are unavailable not available to AHPAC the Company for reasons beyond AHPAC’s controlthe then current control of the Company, AHPAC may, upon giving prompt written notice of such action then the Company shall have the right to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement (and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly), for the shortest a period of time, but in no event not more than thirty (30) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or after notice to the Stockholders is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period or for more than ninety (90) total calendar yeardays in any twelve (12) month period; and provided further that, other than an Excluded Registration, the Company shall not register any securities for its own account or that of any other stockholder of the Company during the period under which the Company is exercising its rights under this sentence. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders Stockholders agree to suspend, immediately upon their receipt of notice from the notice referred to aboveCompany, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders Stockholders of the expiration of any period during which it exercised its rights under this Section 3.45.04(d).

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC Parent that a Registration Statement or Prospectus contains a Misstatement, each of the Holders Stockholder Representative or Equityholders shall forthwith discontinue disposition of Registrable Securities until it the Stockholder Representative has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC Parent hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it the Stockholder Representative is advised in writing by AHPAC Parent that the use of the applicable Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness filing or continued use of a (including in connection with any Underwritten Offering) the Registration Statement in respect of any Registration at any time would require AHPAC Parent to make an Adverse Disclosure or would require the inclusion in such the Registration Statement of financial statements that are unavailable to AHPAC Parent for reasons beyond AHPACParent’s control, AHPAC Parent may, upon giving prompt written notice of such action to the HoldersStockholder Representative, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such the Registration Statement for the shortest period of time, but in no event more than thirty (30) 60 days, determined in good faith by AHPAC Parent to be necessary for such purpose (any purpose; provided that such period, a “Blackout Period”) and in no event right to delay or suspend shall (i) AHPAC deliver notice of a Blackout Period to the Holders be exercised by Parent not more than two times times, which shall not be consecutive, in any calendar year (or more than once in a six 12-month period) ; provided, further that any such delay or (ii) Blackout Periods be in effect suspension shall toll the Filing Window for an aggregate the number of forty-five (45) days Business Days so delayed or more in any calendar yearsuspended. In the event AHPAC Parent exercises its rights under the preceding sentence, the Holders agree Stockholder Representative agrees to suspend, immediately upon their its receipt of the notice referred to above, their its use of the any Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC Parent shall immediately notify the Holders Stockholder Representative of the expiration of any period during which it exercised its rights under this Section 3.42.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains or includes a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Registration Statement or Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by AHPAC the Company that the use of the Registration Statement or Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration or Underwritten Takedown at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s controlcontrol (including, AHPAC audited financial statements of the Company that have not yet been completed), the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement for the shortest period of time, but in no event more than thirty sixty (3060) days, determined in good faith by AHPAC the Board of Directors of the Company to be necessary for such purpose (any purpose; provided, however, the Company shall have the right to defer such period, filing for a “Blackout Period”) and in no event shall (i) AHPAC deliver notice period of a Blackout Period to the Holders not more than two times ninety (90) days; provided, however, that the Company shall not defer its obligation in this manner more than twice in any calendar year (or more than once in a six 12-month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentencesentences in this Section 3.4, the Holders agree to suspend, immediately upon their receipt of the notice notices referred to abovein this Section 3.4, their use of the Registration Statement or Prospectus relating to any Registration in connection with any sale resale or offer to sell other disposition of Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that AHPAC the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by AHPAC the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”). If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC the Company for reasons beyond AHPACthe Company’s control, AHPAC the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering), such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by AHPAC the Company to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC the Company deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year. In the event AHPAC the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. AHPAC The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from AHPAC Holdings that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Registration Statement or Prospectus correcting the Misstatement (it being understood that AHPAC Holdings hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by AHPAC Holdings that the use of the Registration Statement or Prospectus may be resumed (any such period, a “Suspension Period”)resumed. If the filing, initial effectiveness or continued use of a (including in connection with any Underwritten Offering) Registration Statement in respect of any Registration at any time would require AHPAC Holdings to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to AHPAC Holdings for reasons beyond AHPAC’s Holdings’ control, AHPAC Holdings may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of (including in connection with any Underwritten Offering)of, such Registration Statement pursuant to this Section 3.4 for the shortest period of time, [but in no event more than thirty one hundred eighty (30180) days, determined in good faith by AHPAC to be necessary for such purpose (any such period, a “Blackout Period”) and in no event shall (i) AHPAC deliver notice of a Blackout Period to the Holders more than two times in any calendar year (or more than once in a six month period) or (ii) Blackout Periods be in effect for an aggregate of forty-five (45) days or more in any calendar year]. In the event AHPAC Holdings exercises its rights under the preceding sentence, the Holders agree each Holder agrees (a) to suspend, immediately upon their receipt of the notice referred to above, their use of the Registration Statement or Prospectus relating to any Registration in connection with any sale or offer to sell Registrable SecuritiesSecurities and (b) that it will maintain the confidentiality of information included in such written notice delivered by Holdings unless otherwise required by law or subpoena. AHPAC Holdings shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. If so directed by Holdings, the Holders will deliver to Holdings or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (i) to the extent the Holders are required to retain a copy of such Prospectus (A) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data backup.