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

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Registration Statement (a “Suspension”); provided, however, that the Company shall use all commercially reasonable efforts to avoid exercising a Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month period. In the case of a Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Suspension. The Company shall, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than twice during any twelve (12)-month period, (ii) for a period exceeding 60 sixty (60) days on any one occasion or (iiiii) for an aggregate of more than 120 ninety (90) days in any 12-month twelve (12)-month period. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 ninety (90) days in the aggregate during any 12-month twelve (12)-month period. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension or Shelf Suspension (as defined in Section 2.02(f)) (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding 60 sixty (60) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementSponsor.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement at any time would require the Company Corporation to make an Adverse Disclosure, the Company Corporation may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement (a “Suspension”); provided, however, that the Company Corporation shall use all commercially reasonable efforts to avoid exercising a Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month period. In the case of a Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Corporation shall immediately notify the Holders in writing upon the termination of any Suspension. Such notice shall be confidential information of the Corporation and each Holder shall not disclose to any Person the fact of the Suspension except as required by applicable law, rule or regulation. The Company Corporation shall, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company Corporation shall, if necessary, supplement or amend the Registration Statement, if required by the registration form used by the Company Corporation for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersStockholders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts to avoid exercising a Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month period. In the case of a Demand Suspension, the Holders Stockholders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing Stockholders upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement misstatement of or omission of a material fact and furnish to the Holders Stockholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Stockholders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Party.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersInvestors requesting such Registration, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that without the written consent of each of the Investors, the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension more than once during any twelve (i) 12)-month period for a period exceeding 60 days on any one occasion or not to exceed sixty (ii60) for an aggregate of more than 120 days in any 12-month perioddays. In the case of a Demand Suspension, the Holders Investors agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders Investors requesting such Registration in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Investors such numbers of copies of the Prospectus as so amended or supplemented as the Holders Investors may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Investors that are including Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension or Shelf Suspension (as defined in Section 2.02(f)) (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding 60 sixty (60) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, and, subject to clause (ii) above of this paragraph, shall amend or supplement the Prospectus, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Holder.

Delay in Filing; Suspension of Registration. If the filing, initial continued effectiveness or continued use of a the Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, of the Demand Registration Statement (a “"Demand Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than three times during any twenty-four (24) month period, (ii) for a period exceeding 60 forty (40) days on any one occasion occasion, or (iiiii) for an aggregate of more than 120 period exceeding one hundred twenty (120) days in any twelve (12-) month periodperiod with respect to more than one Demand Suspension. In the case of a Demand Suspension, the Holders holders agree to suspend use of the applicable Prospectus related to the Demand Registration in connection with any such sale or purchase, purchase or offer to sell or purchase, purchase of Registrable Securities, Securities upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing holders upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of the Registrable Securities that are to be included in such Registration StatementRegistration.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (ia) more than twice during any 12-month period, (b) for a period exceeding 60 days on any one occasion or (iic) for an aggregate of more than 120 90 days in any 12-month period. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any twelve (12) month period, or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any material untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the any such Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Holder.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company Issuer to make an Adverse Disclosure, the Company Issuer may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company Issuer shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension or Shelf Suspension (as defined in Section 2.02(d)) (i) more than once during any twelve (12)-month period or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Issuer shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the Holders may reasonably request. The Company Issuer shall, if necessary, supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company Issuer for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Investor.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness effectiveness, publication or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing filing, publication or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “"Demand Suspension”"); provided, however, provided that the Company such Demand Suspensions shall use all commercially reasonable efforts to avoid exercising a Suspension (i) not extend for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 90 days in any 12twelve-month period. Any Demand Suspension pursuant to this Section 2.1(d) shall not be effective unless each director and executive officer subject to Section 16(b) of the Exchange Act is prohibited from making purchases and sales during such Demand Suspension by reason of the existence of material non-public information that would trigger an Adverse Disclosure. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately (i) notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, (ii) amend or supplement the Prospectus, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission therein and (iii) furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallrepresents that, if necessaryas of the date hereof, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may it has no knowledge of any circumstance that would reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statementexpected to cause it to exercise its rights under this Section 2.1(d).

Delay in Filing; Suspension of Registration. If the filing, ------------------------------------------- initial effectiveness or continued use effectiveness of a the Shelf Registration Statement at any time would require the Company to make an Adverse DisclosureDisclosure or would require the inclusion in such Shelf Registration Statement of audited financial statements that are unavailable to the Company for reasons beyond its reasonable control, the Company may, upon giving prompt written notice (but in any event within five (5) days of determination) of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Shelf Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (a “"Shelf Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Shelf Suspension (i) more than three times during any twenty-four (24) month period, (ii) for a period exceeding 60 ninety (90) days on any one occasion occasion, or (iiiii) for an aggregate of more than 120 period exceeding one hundred twenty (120) days in any twelve (12-) month period. In the case event of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchasesuspend, or offer to sell or purchase, Registrable Securities, immediately upon their receipt of the notice referred to above, any sale or offer to sell the Registrable Securities, and the use of the prospectus related to the Shelf Registration in connection with any such sale or offer to sell Registrable Securities, and agree not to disclose to any other Person the fact that the Company has exercised a Shelf Suspension or any related facts. The Company shall immediately promptly (but in any event within five (5) days) notify the Holders in writing upon the termination of any Shelf Suspension. The Company shall, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion or (iiiii) for an aggregate of more than 120 90 days in any 12-month period. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosuredisclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, 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, the Demand Registration Statement (a “Demand Suspension”); ): provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any 6-month period, or (ii) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any material untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the any such Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Investor.

Delay in Filing; Suspension of Registration. If the filing, initial continued effectiveness or continued use of a the Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, of the Demand Registration Statement (a “"Demand Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than three times during any twenty-four (24) month period, (ii) for a period exceeding 60 forty (40) days on any one occasion occasion, or (iiiii) for an aggregate of more than 120 period exceeding one hundred twenty (120) days in any twelve (12-) month periodperiod with respect to more than one Demand Suspension. In the case of a Demand Suspension, the Holders holders agree to suspend use of the applicable Prospectus related to the Demand Registration in connection with any such sale or purchase, purchase or offer to sell or purchase, purchase of Registrable Securities, Securities upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing holders upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of the Registrable Securities that are included in such Registration Statementthen outstanding.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension or Shelf Suspension (as defined in Section 2.02(f)) (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Sponsor.

Delay in Filing; Suspension of Registration. If Notwithstanding anything to the contrary contained herein, if the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension more than once during any twelve (i) 12)-month period for a period exceeding 60 days on any one occasion or not to exceed sixty (ii60) for an aggregate of more than 120 days in any 12-month perioddays. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration StatementDemand Registration, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemand Registration.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than twice during any consecutive twelve (12) month period or (ii) for a period exceeding 60 ninety (90) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementHolders.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Sponsor.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any twelve (12)-month period or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any twelve (12)-month period or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any 365-day for a period exceeding not to exceed 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month perioddays. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above, provided that any such delay may not exceed 60 days during any 365-day period . The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request, which the Company shall do upon the expiration of the 60-day period referenced above. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “"Demand Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than three times during any 18 month period or (ii) for a period exceeding 60 40 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing holders upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company Parties for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders holders of a majority of the Registrable Securities that are included in such Demand Registration Statement. Each of the Company Parties represents that, as of the date hereof, it has no knowledge of any circumstance that would reasonable be expected to cause it to exercise its rights under this Section 2.2(f).

Delay in Filing; Suspension of Registration. If Notwithstanding anything to the contrary contained herein, if the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension more than once during any twelve (i) 12)-month period for a period exceeding 60 days on any one occasion or not to exceed sixty (ii60) for an aggregate of more than 120 days in any 12-month perioddays. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration StatementDemand Registration, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of the Registrable Securities that are included in such Registration StatementDemand Registration.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any twelve (12)-month period or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchasepurchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension or Shelf Suspension (as defined in Section 2.02(d)) (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Sponsor.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts to avoid exercising a Demand Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in during any 12365-month day period. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, for the duration of the Demand Suspension upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority Majority of the Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (ia) more than once during any twelve (12) month period or (b) for a period exceeding 60 days on any one occasion or forty-five (ii45) for an aggregate of more than 120 days in any 12-month perioddays. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of the Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Registration Statement (a “Suspension”); provided, however, that the Company shall use all its commercially reasonable efforts to avoid exercising a Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month period. The written notice of such Suspension shall provide a good faith estimate as to the anticipated duration of such Suspension. In the case of a Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Suspension. The Company shall, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statement. During any Suspension, the Company shall not engage in any transaction involving the offer, issuance, sale or purchase of Common Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Common Shares as contemplated (i) by Company employee benefit plans or employee or director arrangements and (ii) the Company’s entry into an agreement for any merger, acquisition or sale involving the proposed issuance of its Common Shares following the Suspension.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) for a period exceeding 60 thirty days on any one occasion or (ii) for an aggregate of more than 120 ninety days in the aggregate during any 12twelve-month period. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company Partnership to make an Adverse Disclosure, the Company Partnership may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company Partnership shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension or Shelf Suspension (as defined in Section 2.02(d)) (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Partnership shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallPartnership agrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company Partnership for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Holder.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any twelve (12) month period or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of the Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, as applicable, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in once during any 12-month periodtwelve (12)-month period and such Demand Suspension may not exceed sixty (60) days. In the case of a Demand Suspension, the Holders agree to suspend use of the any applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, amend or supplement any Prospectus, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission of a material fact, and furnish to the Holders such numbers of copies of the any Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the any Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of whose Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial continued effectiveness or continued use of a the Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, of the Demand Registration Statement (a “"Demand Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in one time during any twelve (12-) month periodwhich period shall not exceed thirty (30) days. In the case of a Demand Suspension, the Holders holders agree to suspend use of the applicable Prospectus related to the Demand Registration in connection with any such sale or purchase, purchase or offer to sell or purchase, purchase of Registrable Securities, Securities upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing holders upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations regula- tions promulgated thereunder or as may reasonably be requested by the Holders of a majority of the Registrable Securities that are included in such Registration Statementthen outstanding.

Delay in Filing; Suspension of Registration. (i) If the filing, initial effectiveness or continued use of a such Registration Statement at any time would require the Company to make an Adverse Disclosure, or (ii) the Company is engaged, or has fixed plans to engage within 30 days of the time of such request, in a firm commitment underwritten offering of its securities, the Company may, upon giving prompt written notice of such action to the HoldersShareholders, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement (a “"Demand Registration Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Registration Suspension (iA) more than once during any period in which a Demand Registration is effective, or (B) for a period exceeding 60 days on any one occasion or (ii) for an aggregate occasion. Notwithstanding the foregoing, no such delay shall exceed such number of more than 120 days that the Company determines in any 12-month periodgood faith to be reasonably necessary. In the case of a Demand Registration Suspension, the Holders Shareholders agree to suspend use of the applicable Prospectus in connection with any sale or purchasepurchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall (1) immediately notify the Holders in writing Shareholders upon the termination of any Demand Registration Suspension. The Company shall, (2) amend or supplement the Prospectus, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission therein, and (3) furnish to the Holders Shareholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Shareholders may reasonably request. The effectiveness period for any Demand Registration for which the Company shall, if necessary, supplement or amend the has exercised a Demand Registration Statement, if required Suspension shall be increased by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders period of a majority of Registrable Securities that are included in time such Registration StatementSuspension is in effect.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Registration Statement (a “Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month period. In the case of a Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the participating Holders, with a certificate signed by the Chief Executive Officer or equivalent Officer, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement (a “Suspension”); provided, however, that the Company shall use all commercially reasonable efforts to avoid exercising may not exercise a Suspension (i) for a period exceeding 60 days on any one occasion or occasion, (ii) for an aggregate of more than 120 90 days in any 12-month period or (iii) more than three occasions in any 12-month period. In the case of a Suspension, the participating Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the participating Holders in writing upon the termination of any Suspension. The Company shallshall as promptly as practicable, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission and furnish to the participating Holders such numbers of copies of the Prospectus as so amended or supplemented as the participating Holders may reasonably request. The Company shallshall as promptly as practicable, if necessary, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statementparticipating Holders.

Delay in Filing; Suspension of Registration. (i) If the filing, initial effectiveness or continued use of a such Registration Statement at any time would require the Company to make an Adverse Disclosure, or (ii) the Company is engaged, or has fixed plans to engage within 30 days of the time of such request, in a firm commitment underwritten offering of its securities, the Company may, upon giving prompt written notice of such action to the HoldersShareholders, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement (a “Demand Registration Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Registration Suspension (iA) more than once during any period in which a Demand Registration is effective, or (B) for a period exceeding 60 days on any one occasion or (ii) for an aggregate occasion. Notwithstanding the foregoing, no such delay shall exceed such number of more than 120 days that the Company determines in any 12-month periodgood faith to be reasonably necessary. In the case of a Demand Registration Suspension, the Holders Shareholders agree to suspend use of the applicable Prospectus in connection with any sale or purchasepurchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall (1) immediately notify the Holders in writing Shareholders upon the termination of any Demand Registration Suspension. The Company shall, (2) amend or supplement the Prospectus, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission therein, and (3) furnish to the Holders Shareholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Shareholders may reasonably request. The effectiveness period for any Demand Registration for which the Company shall, if necessary, supplement or amend the has exercised a Demand Registration Statement, if required Suspension shall be increased by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders period of a majority of Registrable Securities that are included in time such Registration StatementSuspension is in effect.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company Issuer to make an Adverse Disclosure, the Company Issuer may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company Issuer shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension or Shelf Suspension (as defined in Section 2.02(d)) (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Issuer shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus or any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented or any Issuer Free Writing Prospectus as the Holders may reasonably request. The Company Issuer shall, if necessary, supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company Issuer for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Sponsor or Demanding Sponsors, as the case may be.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any 365-day for a period exceeding not to exceed 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month perioddays. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above, provided that any such delay may not exceed 60 days during any 365-day period. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request, which the Company shall do upon the expiration of the 60-day period referenced above. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersStockholders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) or Shelf Suspension for a period exceeding 60 75 (seventy-five) days on any one occasion or 150 (iione hundred and fifty) for an aggregate of more than 120 days in during any 12-month 12 (twelve)-month period. In the case of a Demand Suspension, the Holders agree to Stockholders shall suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, Securities upon receipt of the notice referred to above. The Company shall immediately promptly notify the Holders in writing Stockholders upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Stockholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Stockholders may reasonably request. The Company shall, if necessary, shall supplement or amend make amendments to the Demand Registration Statement, Statement if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Stockholder.

Delay in Filing; Suspension of Registration. If the filing, initial filing of the Shelf Registration Statement or the continued effectiveness or continued use of a the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay filing the filing or initial effectiveness of, Shelf Registration Statement or suspend use of, of the Shelf Registration Statement (in either case, a “"Shelf Suspension”"); providedPROVIDED, howeverHOWEVER, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Shelf Suspension (i) more than twice during any twelve (12) month period, (ii) for a period exceeding 60 forty-five (45) days on any one occasion occasion, or (iiiii) for an aggregate of more than 120 period exceeding sixty (60) days in any twelve (12-) month period. In the case of a Shelf Suspension, the notice required above shall request the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchasepurchase the Registrable Shares, Registrable Securities, upon receipt and to suspend use of the notice referred Prospectus related to abovethe Shelf Registration in connection with any such sale or purchase or offer to sell or purchase. The Company shall immediately notify the Holders in writing holders upon the termination of any Shelf Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Holders holder such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the HoldersStockholders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension or Shelf Suspension (as defined in Section 5.02(d)) (i) more than once during any twelve (12)-month period, or (ii) for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders Stockholders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing Stockholders upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Stockholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Stockholders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Sponsor.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosuredisclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, 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, the Demand Registration Statement (a “"Demand Suspension”); "): provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any 6-month period, or (ii) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any material untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the any such Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementDemanding Investor.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness effectiveness, publication or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing filing, publication or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, provided that the Company such Demand Suspensions shall use all commercially reasonable efforts to avoid exercising a Suspension (i) not extend for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 90 days in any 12twelve-month period. Any Demand Suspension pursuant to this Section 2.1(d) shall not be effective unless each director and executive officer subject to Section 16(b) of the Exchange Act is prohibited from making purchases and sales during such Demand Suspension by reason of the existence of material non-public information that would trigger an Adverse Disclosure. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately (i) notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, (ii) amend or supplement the Prospectus, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission therein and (iii) furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallrepresents that, if necessaryas of the date hereof, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may it has no knowledge of any circumstance that would reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statementexpected to cause it to exercise its rights under this Section 2.1(d).

Delay in Filing; Suspension of Registration. If the filing, initial continued effectiveness or continued use of a the Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, of the Demand Registration Statement (a “"Demand Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than three times during any twenty-four (24) month period, (ii) for a period exceeding 60 forty (40) days on any one occasion occasion, or (iiiii) for an aggregate of more than 120 period exceeding one hundred twenty (120) days in any twelve (12-) month periodperiod with respect to more than one Demand Suspension. In the case of a Demand Suspension, the Holders holders agree to suspend use of the applicable Prospectus related to the Demand Registration in connection with any such sale or purchase, purchase or offer to sell or purchase, purchase of Registrable Securities, Securities upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing holders upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statement.registration

Delay in Filing; Suspension of Registration. If the filing, initial continued effectiveness or continued use of a Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the of such Shelf Registration Statement (a “"Shelf Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Shelf Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in one time during any 12-twelve month periodperiod which shall not exceed thirty (30) days. In the case of a Shelf Suspension, the Holders holders agree to suspend use of the applicable Prospectus related to the Shelf Registration in connection with any such sale or purchase, purchase of or offer to sell or purchase, purchase Registrable Securities, Securities upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing holders upon the termination of any Shelf Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend the Registration make amendments to a Shelf Registra- tion Statement, if required by the registration form used by the Company for the such Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders holders of a majority of the Registrable Securities that are included in such Registration Statementthen outstanding.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension more than twice during any twelve (i) 12)-month period or for a period exceeding 60 thirty (30) days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodduring the period from January 1, 2020 to July 1, 2020. In the case of a Demand Suspension, the Holders agree to use their best efforts to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial continued effectiveness or continued use of a the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, of the Shelf Registration Statement (a “"Shelf Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Shelf Suspension (i) more than three times during any twenty-four (24) month period, (ii) for a period exceeding 60 forty (40) days on any one occasion occasion, or (iiiii) for an aggregate of more than 120 period exceeding one hundred twenty (120) days in any twelve (12-) month periodperiod with respect to more than one Shelf Suspension. In the case of a Shelf Suspension, the Holders holders agree to suspend use of the applicable Prospectus related to the Shelf Registration in connection with any such sale or purchase, purchase of or offer to sell or purchase, purchase Registrable Securities, Securities upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing holders upon the termination of any Shelf Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission therein and furnish to the Holders holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of the Registrable Securities that are included in such Registration Statementthen outstanding.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “"Demand Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than once during any 12-month period, or (ii) for a period exceeding 60 thirty days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month periodoccasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementInvestor.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Registration Statement (a “Suspension”); provided, however, that the Company shall use all commercially reasonable efforts to avoid exercising a Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month period. In the case of a Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shallShall, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statement.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement or Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement or a Shelf Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension more than once during any twelve (i) 12)-month period for a period exceeding 60 days on any one occasion or not to exceed sixty (ii60) for an aggregate of more than 120 days in any 12-month perioddays. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement or Shelf Registration Statement, as applicable, if required by the registration form used by the Company for the Demand Registration Statement or Shelf Registration, as applicable, or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or in the case of a Demand Registration Statement, as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement, or, in the case of a Shelf Registration Statement, by any Investor.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosuredisclose any pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company may, upon giving prompt written notice of such action to the HoldersSelling Shareholders, delay the filing or initial effectiveness of, or suspend the use of, of the Demand Registration Statement (each, a “"Demand Suspension”"); provided, however, that the Company shall use all commercially reasonable efforts not be permitted to avoid exercising exercise a Demand Suspension (i) more than two (2) times during any 12-month period, or (ii) for a period exceeding 60 sixty (60) days on any one occasion or (ii1) for an aggregate of more than 120 days in any 12-month periodsuch occasion. In the case of a Demand Suspension, the Holders Selling Shareholders agree to suspend use of the applicable Prospectus in connection with any sale or purchasepurchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately promptly (but in all events within three (3) Business Days) notify the Holders in writing Selling Shareholders upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders Selling Shareholders such numbers of copies of the Prospectus as so amended or supplemented as the Holders Selling Shareholders may reasonably request. The Company shallagrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders holders of a majority of the Registrable Securities that are included in such Registration Statementthen outstanding.

Delay in Filing; Suspension of Registration. If the filingConflicts Committee determines in good faith that any offering under, initial effectiveness or continued the use of any prospectus forming a part of, the Demand Registration Statement at any time would be materially detrimental to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership or the MLP, (y) require premature disclosure of material information that the Company Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to make an Adverse Disclosurecomply with requirements under applicable securities laws, then the Company mayPartnership shall have the right, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, of the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall use all commercially reasonable efforts to avoid exercising a Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month period. In the case of a Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company Partnership shall immediately notify the Holders in writing upon the termination of any Demand Suspension. The Company shall, if necessary, amend or supplement the Prospectus prospectus contained in the Shelf Registration Statement, if necessary, so it does not contain any untrue statement of a material fact or omission omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and furnish to the Holders such numbers of copies of the Prospectus such prospectus as so amended or supplemented as the Holders may reasonably request. The Company shallPartnership agrees, if necessary, to supplement or amend make amendments to the Demand Registration Statement, if required by the registration form used by the Company Partnership for the Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration StatementHolder.