Common use of Suspensions Clause in Contracts

Suspensions. Upon giving no less than one day’s prior written notice to the Holders of Registrable Securities, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee of the Company’s Board of Directors determines in good faith that the filing, effectiveness or use of such Registration Statement or Prospectus would be materially detrimental to the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 days on any one occasion. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b).

Suspensions. Upon giving no less than one day’s five (5) days’ prior written notice to the Holders of Registrable Securities, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee board of directors of the Company’s Board of Directors Company determines in good faith that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be materially detrimental expected to require the Company to disclose any information the disclosure of which would have a material adverse effect on the Company and that the Company would not otherwise be required to disclose at such time, (ii) the registration or offering proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended, have a material adverse effect on any pending negotiation or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, if consummated, would be material to the Company and its shareholders because such registration would or (xiii) materially interfere in a way materially adverse due to any other material event involving the Company with a significant acquisitionor any of its subsidiaries, merger, disposition, corporate reorganization it would be inadvisable to effect the filing or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential use such Registration Statement or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Prospectus. The Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 60 (sixty) days on any one occasion. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration or Shelf Registration, the Holder that initiated such Demand Registration or Shelf Registration shall be entitled to withdraw its request. In the case of a Demand Registration Request and, if it does soRequest, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b2(b).

Suspensions. Upon giving no less than one day’s prior The Registration Rights Parties each acknowledge and agree that upon receipt of written notice to from the Holders of Registrable SecuritiesCompany, the Company shall be entitled to delay or may suspend the filing, effectiveness or use of a the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or Prospectus (omit to state a “Suspension”) if material fact necessary to make the Conflicts Committee of the Company’s Board of Directors determines in good faith that the filingstatements contained therein not misleading, effectiveness or use of such Registration Statement or Prospectus an amendment thereto would be materially detrimental needed to the Company and its shareholders because such registration include information that would (x) materially interfere at that time not otherwise be required to be disclosed in a way materially adverse to current, quarterly or annual report under the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (y) require premature disclosure of material information that Exchange Act and the Company has a bona fide business purpose for preserving as confidential or not making such information public, provided, that, (zi) render the Company unable to comply with requirements under applicable securities lawsshall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not be entitled to exercise a Suspension (i) defer or suspend its obligations in this manner more than twice during three times in any 12360-month period or day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for a period exceeding 90 days on its own account or that of any one occasionother stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by immediately notify the Company Registration Rights Parties in writing of a Suspension (i) the date on which such suspension will begin pursuant to this Section 7 shall keep 2(a)(iv) and (ii) the existence of date on which such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities suspension period will end pursuant to such Registration Statement or Prospectus until such time as it is advised in writing this Section 2(a)(iv). The Effectiveness Period shall be extended by the Company that amount of time during which the use of the any Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by suspended pursuant to this Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b2(a)(iv).

Suspensions. Upon giving no less than one day’s prior written notice Notwithstanding anything to the Holders of Registrable Securitiescontrary contained in this Agreement, the Company shall be entitled entitled, from time to delay or time, by providing written notice to the Class B Partners, to require such Class B Partners (and their Specified Permitted Transferees) to suspend the filing, effectiveness or use of a the prospectus for sales of Exchange Securities under any Shelf Registration Statement for a reasonable period of time not to exceed ninety (90) days in succession or Prospectus one hundred eighty (180) days in the aggregate in any twelve (12) month period (a “SuspensionSuspension Period”) if the Conflicts Committee of the Company’s Board of Directors determines Company shall determine in good faith that the filing, effectiveness or use of it is required to disclose in any such Shelf Registration Statement or Prospectus would be materially detrimental to the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to the Company with a significant financing, acquisition, merger, disposition, corporate reorganization or other similar transaction involving or other material event or circumstance affecting the CompanyCompany or its securities, (y) require premature and that the disclosure of material such information that at such time would be detrimental to the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 days on any one occasionholders of its equity securities. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 shall keep the existence Immediately upon receipt of such Suspension confidential and notice, the Class B Partners shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Class B Partner, the Company shall, as promptly as reasonably practicable, prepare a post-effective amendment or supplement to the applicable Shelf Registration Statement or Prospectus may be resumed andthe prospectus, if applicableor any document incorporated therein by reference, is furnished or file any other required document so that, as thereafter delivered to purchasers of the Exchange Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the information provided in this Section 4.1(b), the Company may, at all times, in its good faith discretion and without a timing limitation, block all Transfers of Class A Shares by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If Class B Partner Group under the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Shelf Registration shall be entitled to withdraw its Demand Registration Request and, Statement if it does so, such Demand Registration Request shall becomes aware of any nonpublic information that has not count against been disclosed to the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b)public.

Suspensions. Upon giving no less than one day’s prior The Registration Rights Parties acknowledge and agree that upon receipt of written notice to from the Holders of Registrable SecuritiesCompany, the Company shall be entitled to delay or may suspend the filing, effectiveness or use of a the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or Prospectus (omit to state a “Suspension”) if material fact necessary to make the Conflicts Committee of the Company’s Board of Directors determines in good faith that the filingstatements contained therein not misleading, effectiveness or use of such Registration Statement or Prospectus an amendment thereto would be materially detrimental needed to the Company and its shareholders because such registration include information that would (x) materially interfere at that time not otherwise be required to be disclosed in a way materially adverse to current, quarterly or annual report under the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (y) require premature disclosure of material information that Exchange Act and the Company has a bona fide business purpose for preserving as confidential or not making such information public, provided, that, (zi) render the Company unable to comply with requirements under applicable securities lawsshall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 120 calendar days in any 360-day period; provided, however, that the Company shall not be entitled to exercise a Suspension (i) defer its obligations in this manner more than twice during three times in any 12360-month period or day period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for a period exceeding 90 days on its own account or that of any one occasionother stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by immediately notify the Company Registration Rights Parties in writing of a Suspension (i) the date on which such suspension will begin pursuant to this Section 7 shall keep 2(a)(iv) and (ii) the existence of date on which such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities suspension period will end pursuant to such Registration Statement or Prospectus until such time as it is advised in writing this Section 2(a)(iv). The Effectiveness Period shall be extended by the Company that amount of time during which the use of the any Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by suspended pursuant to this Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b2(a)(iv).

Suspensions. Upon giving no less than one day’s prior written notice to the Holders (a) Notwithstanding any other provision of Registrable Securitiesthis Agreement, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (including by withdrawing or declining to amend any Registration Statement or Prospectus that has been filed or by declining to take any other actions otherwise required hereunder with regard to any Registration Statement or Prospectus) (a “Suspension”) (a) at such times as are required by law (including the EU Market Abuse Regulation) or (b) if the Conflicts Committee of the Company’s Board of Directors determines in good faith that the filing, effectiveness or use of such Registration Statement or Prospectus would be materially detrimental to the Company and its shareholders because such registration would either (x) materially interfere in a way materially adverse to the board of directors of the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (y) the Chief Executive Officer of the Company determines reasonably that the participation of the Company would reasonably be expected to either (i) require premature public disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable would not otherwise be required to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period disclosed or (ii) for have a period exceeding 90 days material adverse effect on any one occasionpending negotiation or plan to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction. The Company shall use its reasonable best efforts provide written notice (which may be by email only to resolve the primary email address provided by each Holder on the Counterpart hereto (or any Suspensionupdate thereto)) to any affected Holder of the commencement and termination of any Suspension (and any withdrawal of a Registration Statement pursuant to this Section 6) (each, a “Suspension Notice”), but shall not be obligated under this Agreement to disclose the reasons therefor. Each Holder who is notified by which becomes aware of the Company existence of a Suspension pursuant to this Section 7 6 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g7(a)(vi). If . (b) Without the prior written consent of Holders representing 12% of the Company’s outstanding share capital (excluding treasury shares), in no event (i) may the Company delays implement a Suspension with respect to any Holder more than twice in any twelve-month period and (ii) shall a Suspension or suspends a Demand Registration, the Holder that initiated such Demand Registration shall Suspensions be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number in effect for an aggregate of such Holder’s Demand Registrations set forth 120 days or more in Section 3(b)any twelve-month period.

Suspensions. Upon giving no less than one day’s five (5) days’ prior written notice to the Holders of Registrable Securities, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee board of directors of the Company’s Board of Directors Company (excluding any director who was designated for nomination by the Holder(s) initiating the registration or offering that is proposed to be delayed or suspended) determines in good faith that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be materially detrimental expected to require the Company to disclose any information the disclosure of which would have a material adverse effect on the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to that the Company with would not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended, have a significant material adverse effect on any pending negotiation or plan of the Company to effect a merger, acquisition, merger, disposition, corporate reorganization financing, reorganization, recapitalization or other similar transaction involving transaction, in each case that, if consummated, would be material to the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to `exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 sixty (60) days on any one occasion. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b).

Suspensions. Upon giving no less than one day’s prior prompt written notice to the Holders of Registrable Securities, the Company Parent shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee of the Company’s Board of Directors of Parent determines in good faith (after consultation with external legal counsel) that proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would require Parent to publicly disclose material non-public information in such Registration Statement or Prospectus so that it would not be materially detrimental misleading, the disclosure of which (i) would not be required to be made at such time but for the Company filing, effectiveness or use of such Registration Statement or Prospectus and its shareholders because such registration would (xii) materially interfere would, in the good faith judgment of Parent’s Board of Directors, have a way materially material adverse effect on Parent or on any pending negotiation or plan of Parent to the Company with effect a significant merger, acquisition, merger, disposition, corporate reorganization financing, reorganization, recapitalization or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities lawstransaction; provided, that the Company Parent shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or period, (ii) for a period exceeding 90 thirty (30) days on any one occasion. The Company shall use its reasonable best efforts to resolve , or (iii) for a period exceeding sixty (60) days during any Suspension12-month period. Each Holder who is notified by the Company Parent of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by the Company Parent that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company Parent with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company Parent delays or suspends a Demand Registration, the Initiating Holder that initiated of such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Initiating Holder’s Demand Registrations set forth in Section 3(b). Parent shall promptly notify the Holders of the expiration of any period during which it exercised its rights under this Section. Parent agrees that, in the event it exercises its rights under this Section, it shall, within thirty (30) days following the Holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspensions. Upon giving no less than one day’s prior The Registration Rights Parties each acknowledge and agree that upon receipt of written notice to from the Holders of Registrable SecuritiesCompany, the Company shall be entitled to delay or may suspend the filing, effectiveness or use of a the Resale Shelf Registration Statement if it determines that in order for such registration statement not to contain an untrue statement of a material fact or Prospectus (omit to state a “Suspension”) if material fact required to be stated therein or necessary to make the Conflicts Committee of the Company’s Board of Directors determines in good faith that the filingstatements therein not misleading, effectiveness or use of such Registration Statement or Prospectus an amendment thereto would be materially detrimental needed to the Company and its shareholders because such registration include information that would (x) materially interfere at that time not otherwise be required to be disclosed in a way materially adverse to current, quarterly or annual report under the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (y) require premature disclosure of material information that Exchange Act and the Company has a bona fide business purpose for preserving as confidential or not making such information public, provided, that, (zi) render the Company unable to comply with requirements under applicable securities lawsshall suspend the use of the Resale Shelf Registration Statement for the shortest period of time, but in no event for a period of more than 60 consecutive days or more than a total of 90 calendar days in any 12-month period; provided, however, that the Company shall not be entitled to exercise a Suspension (i) defer or suspend its obligations in this manner more than twice during two times in any 12-month period or period; (ii) the Company shall suspend the use of any other Registration Statement and prospectus and shall not sell any securities for a period exceeding 90 days on its own account or that of any one occasionother stockholder, in each case during such time as the Resale Shelf Registration Statement is suspended pursuant to this Section 2.1(a)(iv); and (iii) the Company shall use commercially reasonable efforts to make such Resale Shelf Registration Statement available for the sale by the Registration Rights Parties of such securities promptly thereafter. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by promptly notify the Company Registration Rights Parties in writing of a Suspension (i) the date on which such suspension will begin pursuant to this Section 7 shall keep 2(a)(iv) and (ii) the existence of date on which such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities suspension period will end pursuant to such Registration Statement or Prospectus until such time as it is advised in writing this Section 2(a)(iv). The Effectiveness Period shall be extended by the Company that amount of time during which the use of the any Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by suspended pursuant to this Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b2(a)(iv).

Suspensions. Upon giving no less than one day’s prior written notice (a) Notwithstanding anything to the Holders of Registrable Securitiescontrary contained in this Agreement, the Company shall be entitled entitled, by providing written notice (a “Notice of Suspension”) to the Shareholder, to delay the filing or effectiveness of a Registration Statement or require the Shareholder to suspend the use of the Prospectus for sales of Registrable Securities under an effective Registration Statement for a reasonable period of time not to exceed sixty (60) consecutive days or ninety (90) days in the aggregate in any twelve (12)-month period (a “Suspension Period”) if the Company Board (or the executive committee thereof) determines in good faith that such filing, effectiveness or use would (i) require the public disclosure of material non-public information concerning any material transaction or negotiations involving the Company that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company; provided, that if at the time of receipt of such notice by the Shareholder, the Shareholder shall have sold all or a portion of the Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the sale of such Registrable Securities) pursuant to an effective Registration Statement and the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then, provided that the Shareholder has given the Company at least two (2) Business Days’ notice prior to entering into such sale, the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities Laws by the time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Suspension Notice, the Shareholder shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminated. (b) The Company agrees to promptly notify in writing the Shareholder, to the extent it still holds Registrable Securities, of the termination of a Suspension Period. After the expiration of any Suspension Period in the case of an effective Registration Statement, and without the need for any further request from the Shareholder, the Company shall, as promptly as reasonably practicable, prepare a post-effective amendment or supplement to such Registration Statement, the relevant Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Registration Statement or the Prospectus, as applicable, will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) If a Suspension Period occurs during the Effectiveness Period for a Registration Statement, such Effectiveness Period shall be extended for a number of days equal to the total number of days during which the distribution of Registrable Securities is suspended under this Section 2.4. If the Company notifies the Shareholder of a Suspension Period with respect to a Registration Statement requested pursuant to Section 2.1 (including a Demand Registration Request) that has not yet been filed or declared effective, (x) the Shareholder may by notice to the Company withdraw such request without such request counting as a Demand Registration Request and (y) the Shareholder will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company may delay the filing or effectiveness of a Registration Statement or require the Shareholder to suspend the use of the Prospectus for sale of Registrable Securities under an effective Registration Statement: (a “Suspension”i) if the Conflicts Committee during any of the Company’s Board of Directors determines recurring quarterly earnings blackout periods, determined in accordance with such policy as the Company shall generally maintain and communicate to the Shareholder from time to time, and any such blackout period shall be deemed to constitute a Suspension Period hereunder but shall not be subject to, and shall not count against, the time periods in Section 2.4(a) or be subject to Section 2.4(c); and (ii) if, in the good faith that determination of the filingCompany, effectiveness or use of such Registration Statement or Prospectus would be materially detrimental to it is not feasible for the Company and its shareholders to proceed with the registration or offering because such registration would (x) materially interfere in a way materially adverse to the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving audited financial statements of the Company, or (y) require premature disclosure audited financial statements of material information any acquired company or pro forma financial statements that are required by the Company has Securities Act to be included in any related registration statement or prospectus are then unavailable, until such time as such financial statements are prepared or obtained by the Company, and any delay or suspension shall be treated as a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; providedSuspension Period hereunder, except that the Company it shall not be entitled subject to, and shall not count against, the time periods in Section 2.4(a) or be subject to exercise a Suspension Section 2.4(c); provided that, with respect to clause (i) more than twice during any 12-month period or (ii) for a period exceeding 90 days on any one occasion. The y), the Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by prepare or obtain the Company relevant acquired company or pro forma financial statements as quickly as reasonably practicable; and provided, further, that in no event will more than forty (40) days of a Suspension the period from which such financial statements are required to be filed pursuant to this Section 7 shall keep Item 9.01 of Form 8-K be excluded from the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth periods in Section 3(b2.4(a) or be subject to Section 2.4(c).

Suspensions. Upon giving no less than one day’s prior prompt written notice to the Holders of Registrable Securities, the Company Parent shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee of the Company’s Board of Directors Parent determines in good faith (after consultation with external legal counsel) that proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would require Parent to publicly disclose material non-public information in such Registration Statement or Prospectus so that it would not be materially detrimental misleading, the disclosure of which (i) would not be required to be made at such time but for the Company filing, effectiveness or use of such Registration Statement or Prospectus and its shareholders because such registration would (xii) materially interfere would, in the good faith judgment of Parent, have a way materially material adverse effect on Parent or on any pending negotiation or plan of Parent to the Company with effect a significant merger, acquisition, merger, disposition, corporate reorganization financing, reorganization, recapitalization or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; transaction; provided, that the Company Parent shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or period, (ii) for a period exceeding 90 sixty (60) days on any one occasion. The Company shall use its reasonable best efforts to resolve , or (iii) for a period exceeding ninety (90) days during any Suspension12-month period. Each Holder who is notified by the Company Parent of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by the Company Parent that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company Parent with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company Parent delays or suspends a Demand Registration, the Initiating Holder that initiated of such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Initiating Holder’s Demand Registrations set forth in Section 3(b). Parent shall promptly notify the Holders of the expiration of any period during which it exercised its rights under this Section. Parent agrees that, in the event it exercises its rights under this Section, it shall, within sixty (60) days following the Holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspensions. Upon giving no less than one day’s five (5) days’ prior written notice to the Holders of Registrable Securities, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee board of directors of the Company’s Board of Directors Company determines in good faith that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be materially detrimental expected to require the Company to disclose any information the disclosure of which would have a material adverse effect on the Company and that the Company would not otherwise be required to disclose at such time, (ii) the registration or offering proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended, have a material adverse effect on any pending negotiation or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction, in each case that, if consummated, would be material to the Company and its shareholders because such registration would or (xiii) materially interfere in a way materially adverse due to any other material event involving the Company with a significant acquisitionor any of its subsidiaries, merger, disposition, corporate reorganization it would be inadvisable to effect the filing or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential use such Registration Statement or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Prospectus. The Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 60 (sixty) days on any one occasion. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 6 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g7(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b2(b).

Suspensions. Upon Up to two (2) times in any twelve (12) month period, and for no more than ninety (90) days in the aggregate, upon giving no less than one day’s prior prompt written notice to the Holders of Registrable SecuritiesS▇▇▇▇ Family Stockholders, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee of the Company’s Board of Directors Company determines in good faith that proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would require the Company to publicly disclose material non-public information in such Registration Statement or Prospectus so that it would not be materially detrimental misleading, the disclosure of which (i) would not be required to be made at such time but for the filing, effectiveness or use of such Registration Statement or Prospectus and (ii) would, in the good faith judgment of the Company, have a material adverse effect on the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to or on any pending negotiation or plan of the Company with to effect a significant merger, acquisition, merger, disposition, corporate reorganization financing, reorganization, recapitalization or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 days on any one occasion. The Company shall use its reasonable best efforts to resolve any Suspensiontransaction. Each Holder S▇▇▇▇ Family Stockholder who is notified by the Company of a Suspension pursuant to this Section 7 4.6 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder Stockholder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus and any other use of such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g4.7(g). If the Company delays or suspends a Demand Registration, the Initiating Holder that initiated of such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Initiating Holder’s Demand Registrations set forth in Section 3(b4.2(b). The Company shall promptly notify the S▇▇▇▇ Family Stockholders of the expiration of any period during which it exercised its rights under this Section. The Company agrees that, in the event it exercises its rights under this Section, it shall, within sixty (60) days following the Stockholders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to permit the S▇▇▇▇ Family Stockholders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

Suspensions. Upon giving no less than one day’s prior written notice Notwithstanding anything to the Holders of Registrable Securitiescontrary contained in this Agreement, the Company shall be entitled entitled, by providing written notice to Purchaser, to delay the filing or effectiveness of a Registration Statement or require Purchaser to suspend the use of the Prospectus for sales of Registrable Securities under an effective Registration Statement for a reasonable period of time not to exceed one hundred twenty (120) consecutive days or one hundred eighty (180) days in the aggregate in any twelve (12)-month period (a “Suspension Period”), if the Board of Directors of the Company (or the executive committee thereof) determines in good faith that such filing, effectiveness or use would (A) require the public disclosure of a Registration Statement material non-public information concerning any transaction or Prospectus negotiations involving the Company that would interfere with such transaction or negotiations or (a “Suspension”B) if the Conflicts Committee otherwise interfere with financing plans, acquisition activities or business activities of the Company’s Board , provided, that, if at the time of Directors determines in good faith that the filing, effectiveness or use receipt of such notice Purchaser shall have sold Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) pursuant to an effective Registration Statement or Prospectus and the reason for the Suspension Period is not of a nature that would be materially detrimental require a post-effective amendment to the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to Registration Statement, then the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 days on any one occasion. The Company shall use its commercially reasonable best efforts to resolve take such action as to eliminate any Suspension. Each Holder who is notified restriction imposed by federal securities Laws on the Company of a Suspension pursuant to this Section 7 shall keep the existence timely delivery of such Suspension confidential and shares. Immediately upon receipt of such notice, Purchaser shall immediately discontinue (and direct any other Person making offers or sales the disposition of Registrable Securities on behalf under an effective Registration Statement and Prospectus relating thereto until such Suspension Period is terminated. The Company agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify Purchaser of such Holder to immediately discontinue) offers termination. After the expiration of any Suspension Period in the case of an effective Registration Statement, and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by without any further request from Purchaser, the Company that the use of shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Registration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus may will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If a Suspension Period occurs during the Effectiveness Period for a Registration Statement, such Effectiveness Period shall be resumed and, if applicable, extended for a number of days equal to the total number of days during which the distribution of Registrable Securities is furnished by the Company with a supplemented or amended Prospectus as contemplated by suspended under this Section 8(g)4. If the Company delays notifies Purchaser of a Suspension Period with respect to a Registration Statement requested pursuant to Section 2(a) that has not yet been filed or suspends declared effective, (A) Purchaser may by notice to the Company withdraw such request without such request counting as a Demand RegistrationRequest and (B) Purchaser will be not obligated to reimburse the Company for any of its out-of-pocket expenses, the Holder that initiated such Demand including Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b)Expenses.

Suspensions. Upon giving no less than one day’s three (3) days’ prior written notice to the A/N and Liberty (such notice shall be deemed given to any and all Investor Holders of Registrable Securitiesand Selling Holders), the Company shall be entitled to delay or suspend the preparation, furnishing, filing, effectiveness or use of a Registration Statement or Prospectus or any offer or sale pursuant thereto (a “Suspension”) if the Conflicts Committee board of directors of the Company’s Board of Directors Company (excluding any director who was designated for nomination by A/N, if any A/N Holder is initiating or initiated the registration or offering that is proposed to be delayed or suspended, and excluding any director who was designated for nomination by Liberty, if any Liberty Holder is initiating or initiated the registration or offering that is proposed to be delayed or suspended) determines in its good faith judgment that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be materially detrimental expected to require the Company and its shareholders because such registration to disclose any information, the disclosure of which would (x) materially interfere in a way materially have an adverse to the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving effect on the Company, (y) require premature disclosure of material information and that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable would not otherwise be required to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period disclose at such time or (ii) for a period exceeding 90 days the registration or offering proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended, have an adverse effect on any one occasion. The transaction, negotiation or plan of the Company shall use its reasonable best efforts to resolve any Suspensioneffect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction. Each Investor Holder who is notified by the Company of a Suspension pursuant to this Section 7 6, and each other Holder who is deemed notified or notified by the applicable Investor Holder of a Suspension pursuant to this Section 6, shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g7(g). If the Company delays or suspends a Demand Registration, the Investor Holder that initiated such Demand Registration shall be entitled entitled, prior to the time of the effectiveness of the related Registration Statement, to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Investor Holder’s Demand Registrations set forth in Section 3(b2(b). Without limiting the foregoing, the Investor Holders shall give notice of a Suspension to the applicable Selling Holders as promptly as practicable after receiving notice of a Suspension from the Company.

Suspensions. Upon giving no less than one day’s prior written notice to the Holders of Registrable Securities, the (a) The Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee Company delivers a certificate to the requesting Holder signed by an executive officer of the Company’s Board of Directors determines Company that it has determined in good faith that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be materially detrimental expected to require the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (y) require premature disclosure of disclose material non-public information that the Company has a bona fide business purpose for preserving as confidential would not otherwise be required to disclose at such time or (zii) render the registration or offering proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended, have a material adverse effect on any pending negotiation or plan of the Company unable to comply with requirements under applicable securities lawseffect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 sixty (60) days on any one occasion. The occasion or on more than two (2) occasions in any one year period, or to exercise a Suspension at any time when directors and officers are not prohibited by the Company from engaging in transactions in the Company’s securities; and provided further that the Company shall use not register any securities for sale for its reasonable best efforts to resolve own account or that of any other shareholder during any Suspension. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 3 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g)resumed. If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b2(a). (b) In addition to the foregoing, in no event shall the Company be required to file any Registration Statement, Prospectus or amendments thereto during the Company’s quarterly blackout periods beginning on the fifteenth calendar day of the last month in each quarter and ending one full trading day following the Company’s regular release of earnings for such quarter (provided, that if the quarterly blackout periods applicable to directors or officers of the Company are reduced, increased or eliminated from the periods set forth above, such reduction, increase or elimination shall automatically apply to the periods set forth above and the Company shall promptly notify the Holders of any such reduction, increase or elimination of the quarterly blackout periods applicable to its directors or officers). Each Holder agrees to discontinue making offers and sales of Registrable Securities pursuant to a Demand Registration Statement or Prospectus during any such quarterly blackout period. Such periods shall not constitute Suspension periods for purposes of the frequency limitations described above in Section 3(a).

Suspensions. Upon giving no less than one day’s prior written notice to the Holders (a) Notwithstanding any other provision of Registrable Securitiesthis Agreement, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (including by withdrawing or declining to amend any Registration Statement or Prospectus that has been filed or by declining to take any other actions otherwise required hereunder with regard to any Registration Statement or Prospectus) (a “Suspension”) (a) at such times as are required by law (including the EU Market Abuse Regulation) as reasonably determined by the Company based on the advice of outside counsel, (b) if the Conflicts Committee of the Company’s Board of Directors Company determines in good faith that the filing, effectiveness or use participation of such Registration Statement or Prospectus would be materially detrimental to the Company would reasonably be expected to (i) require public disclosure of material non-public information that would not otherwise be required to be disclosed and its shareholders because (ii) such registration disclosure of material non-public information would (x) materially interfere in have a way materially material adverse effect on any pending negotiation to the Company with effect a significant material merger, acquisition, merger, disposition, corporate reorganization financing, reorganization, recapitalization or other similar extraordinary transaction involving or (c) within ninety (90) days after the Companyeffective date of any Piggyback Registration (each of (a), (yb) require premature disclosure of material information that the Company has and (c), a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a “Valid Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 days on any one occasionReason”). The Company shall use its reasonable best efforts provide written notice to resolve e& of the commencement and termination of any SuspensionSuspension (and any withdrawal of a Registration Statement pursuant to this Section 6), which notice shall describe, to the extent permitted by applicable laws, the reasons therefor. Each Holder who is notified by After becoming aware of the Company existence of a Suspension pursuant to this Section 7 6, e& shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person Holder making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g7(a)(vi). If . (b) Without the prior written consent of e&, in no event shall a Suspension or Suspensions be in effect for (x) an aggregate of 60 days or more in any twelve-month period or (y) more than five (5) days after the relevant Valid Suspension Reason ceases to exist. (c) Notwithstanding anything in this Agreement to the contrary, the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or for the limitation on the number account of such Holder’s Demand Registrations set forth in Section 3(b)any security holder or holders for so long as a Suspension is effective.

Suspensions. Upon giving no less than one day’s Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing prior written notice to the Holders Selling Searchlight Parties, to delay the filing or effectiveness of any Registration Statement or require the Selling Searchlight Parties to suspend the use of any Prospectus for sales of Registrable SecuritiesSecurities under an effective Registration Statement, from time to time, for a period of time not to exceed one hundred twenty (120) days in the aggregate in any twelve (12)‑month period (a “Suspension Period”), if the Board of Directors of the Company shall be entitled to delay (or suspend the executive committee thereof) determines in its good faith judgment that such filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee of the Company’s Board of Directors determines in good faith that the filing, effectiveness or use of such Registration Statement or Prospectus would be materially detrimental to the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (yA) require premature the public disclosure of material non-public information concerning any transaction or negotiations involving the Company that would materially interfere with such transaction or negotiations, (B) require the public disclosure of some material non-public event that the Company has a bona fide business purpose for preserving as keeping confidential and the public disclosure of which would be materially detrimental to the Company or (zC) render materially interfere with the Company’s ability to consummate a financing or acquisition (including a securities offering the Company unable to comply is conducting or actively pursuing with requirements under applicable securities laws; anticipated offering proceeds of at least $75,000,000 (other than in connection with any at-the-market offering or similar continuous offering program)), provided, that that, if at the Company time of receipt of such notice the Selling Searchlight Parties shall not be entitled have sold Registrable Securities (or have signed a firm commitment underwriting agreement with respect to exercise a Suspension (ithe purchase of such shares) more than twice during any 12-month period or (ii) for a period exceeding 90 days on any one occasion. The pursuant to an effective Registration Statement, then the Company shall use its reasonable best efforts to resolve take such action as is necessary to eliminate any Suspension. Each Holder who is notified restriction imposed by federal securities Laws on the Company of a Suspension pursuant to this Section 7 shall keep the existence timely delivery of such Suspension confidential and shares. Promptly, upon receipt of such notice, the Selling Searchlight Parties shall immediately discontinue (and direct any other Person making offers or sales the disposition of Registrable Securities on behalf under an effective Registration Statement and Prospectus relating thereto until such Suspension Period is terminated. The Company agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify the Selling Searchlight Parties of such Holder to immediately discontinue) offers termination. After the expiration of any Suspension Period in the case of an effective Registration Statement, and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by without any further request from the Selling Searchlight Parties, the Company that the use of shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Registration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus may will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If a Suspension Period occurs during the Effectiveness Period for a Registration Statement, such Effectiveness Period shall be resumed and, if applicable, extended for a number of days equal to the total number of days during which the distribution of Registrable Securities is furnished by the Company with a supplemented or amended Prospectus as contemplated by suspended under this Section 8(g)4. If the Company delays notifies the Selling Searchlight Parties of a Suspension Period with respect to a Registration Statement requested pursuant to Section 2(a) that has not yet been filed or suspends declared effective, (A) the Selling Searchlight Parties may by notice to the Company withdraw such request without such request counting as a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand and (B) the Selling Searchlight Parties will be not obligated to reimburse the Company for Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b)Expenses.

Suspensions. Upon giving no less than one day’s prior The Company may postpone, for up to 90 calendar days from the date of the Demand Registration Notice, Demand Shelf Takedown Notice, Block Sale Notice or request for a Shelf Registration Statement, the filing or the effectiveness of a Registration Statement for a Demand Registration or Shelf Registration Statement or suspend the use of a Prospectus that is part of a Shelf Registration for up to 90 calendar days from the date of the Suspension Notice and therefore suspend sales of Registrable Securities included therein by providing written notice to the Holders of Registrable Securities, included in such registration if the Company shall have furnished to the Holders a certificate signed by the Chief Executive Officer (or other authorized officer) of the Company stating that the Company’s Board of Directors has determined in its reasonable good faith judgment that the offer or sale of Registrable Securities should be entitled suspended; provided that the Company may not invoke a delay pursuant to delay this Section 5(a) more than twice or suspend for more than 120 calendar days in the filingaggregate, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”in each case, in any 12-month period. The Company may invoke this Section 5(a) only if the Conflicts Committee of the Company’s Board of Directors determines in good faith faith, after consultation with its advisors or legal counsel, that the filing, effectiveness offer or use sale of such Registration Statement Registrable Securities would reasonably be expected to: (i) have a Material Adverse Effect on any proposal or Prospectus would be materially detrimental to plan by the Company and or any of its shareholders because such registration would subsidiaries to engage in any material acquisition of assets or stock (xother than in the ordinary course of business) materially interfere in a way materially adverse to the Company with a significant acquisition, or any material merger, dispositionconsolidation, corporate tender offer, recapitalization, reorganization or other similar transaction involving the Company, Company or any of its subsidiaries; or (yii) require premature disclosure of material non-public information (“MNPI”) that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; providedconfidential. Furthermore, that the Company shall not be entitled required to exercise a Suspension (i) more than twice during effect any 12-month period or (ii) for a period exceeding 90 days on any one occasion. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by the Company of a Suspension registration pursuant to this Section 7 shall keep Agreement while awaiting the existence Commission to declare the effectiveness of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use a registration statement of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b)Company.

Suspensions. Upon giving no less than one day’s prior The Company may postpone, for up to 60 calendar days from the date of the Demand Registration Notice, Demand Shelf Takedown Notice or request for a Shelf Registration Statement, the filing or the effectiveness of a Registration Statement for a Demand Registration or Shelf Registration Statement or suspend the use of a Prospectus that is part of a Shelf Registration for up to 60 calendar days from the date of the Suspension Notice and therefore suspend sales of Registrable Securities included therein by providing written notice to the Holders included in such registration if the Company shall have furnished to the Holders a certificate signed by the Chief Executive Officer (or other authorized officer) of the Company stating that the Company’s Board of Directors has determined in its reasonable good faith judgment that the offer or sale of Registrable SecuritiesSecurities should be suspended. Notwithstanding the foregoing, the Company shall be entitled may not invoke a delay pursuant to delay this Section ‎5(a) more than three times or suspend for more than 120 calendar days in the filingaggregate, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”in each case, in any 12-month period. The Company may invoke this Section ‎5(a) only if the Conflicts Committee of the Company’s Board of Directors determines in good faith faith, after consultation with its advisors or legal counsel, that the filing, effectiveness offer or use sale of such Registration Statement Registrable Securities would reasonably be expected to: (i) have a Material Adverse Effect on any proposal or Prospectus would be materially detrimental to plan by the Company and or any of its shareholders because such registration would subsidiaries to engage in any material acquisition of assets or stock (xother than in the ordinary course of business) materially interfere in a way materially adverse to the Company with a significant acquisition, or any material merger, dispositionconsolidation, corporate tender offer, recapitalization, reorganization or other similar transaction involving the Company, Company or any of its subsidiaries; or (yii) require premature disclosure of material non-public information (“MNPI”) that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; providedconfidential. Furthermore, that the Company shall not be entitled required to exercise a Suspension (i) more than twice during effect any 12-month period or (ii) for a period exceeding 90 days on any one occasion. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by the Company of a Suspension registration pursuant to this Section 7 shall keep Agreement while awaiting the existence Commission to declare the effectiveness of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such a Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b)Company.

Suspensions. Upon giving no less than one day’s prior written notice to the Holders of Registrable Securities, the (a) The Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee Company delivers a certificate to the requesting Holder signed by an executive officer of the Company’s Board of Directors determines Company certifying that it has determined in good faith that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be materially detrimental expected to require the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (y) require premature disclosure of disclose material non-public information that the Company has a bona fide business purpose for preserving as confidential would not otherwise be required to disclose at such time or (zii) render the registration or offering proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended, have a material adverse effect on any pending negotiation or plan of the Company unable to comply with requirements under applicable securities lawseffect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 sixty (60) days on any one occasion. The occasion and not more than two (2) occasions in any twelve month period or to exercise a Suspension at any time when directors and officers are not prohibited by the Company shall use its reasonable best efforts to resolve any Suspensionfrom engaging in transactions in the Company’s securities. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 3 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed andresumed. (b) In addition to the foregoing, if applicable, is furnished by in no event shall the Company with a supplemented be required to file any Registration Statement, Prospectus or amended Prospectus as contemplated by Section 8(gamendments thereto during the Company’s quarterly blackout periods beginning on the fifteenth calendar day of the last month in each quarter and ending one full trading day following the Company’s regular release of earnings for such quarter (provided, that if the quarterly blackout periods applicable to directors or officers of the Company are reduced, increased or eliminated from the periods set forth above, such reduction, increase or elimination shall automatically apply to the periods set forth above and the Company shall promptly notify the Holders of any such reduction, increase or elimination of the quarterly blackout periods applicable to its directors or officers). If the Company delays Each Holder agrees to discontinue making offers and sales of Registrable Securities pursuant to a Shelf Registration Statement or suspends a Demand Registration, the Holder that initiated Prospectus during any such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request quarterly blackout period. Such periods shall not count against constitute Suspension periods for purposes of the limitation on the number of such Holder’s Demand Registrations set forth frequency limitations described above in Section 3(b3(a).

Suspensions. (a) Upon giving no less than one day’s five (5) days’ prior written notice to the Holders of Registrable Securities, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee board of directors of the Company’s Board of Directors Company determines in good faith that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be materially detrimental expected to require the Company and its shareholders because such registration to disclose any information the disclosure of which would (x) materially interfere in a way be materially adverse to the Company with and that the Company would not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended, have an adverse effect on any pending negotiation or plan of the Company to effect a significant merger, acquisition, merger, disposition, corporate reorganization financing, reorganization, recapitalization or other similar transaction involving transaction, in each case that, if consummated, would be material to the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month twelve (12)-month period or (ii) for a period exceeding 90 sixty (60) days on any one occasion. (b) If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension. The Notwithstanding the terms of this Section 8, the Company shall use its reasonable best efforts to resolve any Suspensionmay not delay the filing or effectiveness of the Shelf Registration Statement beyond the periods specified in Section 2. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 8 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g9(g). If The Company shall promptly (and in any event within two (2) Business Days) notify the Company delays Holders upon termination of any Suspension, and amend or suspends supplement the Demand Registration Statement or Prospectus, if necessary, so it does not contain any untrue statement or omission. Following a Demand RegistrationSuspension by the Company, the a Holder that initiated such Demand Registration had requested a part or all of its Registrable Securities to be included in an offering of Registrable Securities shall be entitled to withdraw its Demand Registration Request such request, as applicable, and, if it does so, such Demand Registration Request request shall not count count, to the extent it would otherwise would, against the limitation on the number of such Holder’s Demand Registrations requests set forth in Section 3(b) or Section 4(b).

Suspensions. Upon giving no less than one day’s prior written notice (a) Notwithstanding anything to the Holders of Registrable Securitiescontrary contained in this Agreement, the Company shall be entitled entitled, by providing written notice (a “Notice of Suspension”) to the Investor (provided that in no event shall such notice contain any material, non-public information unless notice is also being provided pursuant to Section 5.5 of the Purchase Agreement), to delay the filing or effectiveness of a Registration Statement or require the Investor to suspend the use of the Prospectus for sales of Registrable Securities under an effective Registration Statement for a reasonable period of time not to exceed, combined with any other suspensions under this Agreement, sixty (60) consecutive days or ninety (90) days in the aggregate in any twelve (12)-month period (a “Suspension Period”) if the Board determines in good faith that such filing, effectiveness or use would (i) require the public disclosure of a Registration Statement material non-public information concerning any material transaction or Prospectus negotiations involving the Company that would interfere with such material transaction or negotiations or (a “Suspension”ii) if the Conflicts Committee otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company’s Board of Directors determines in good faith that the filing, effectiveness or use of such Registration Statement or Prospectus would be materially detrimental to the Company and its shareholders because such registration would (x) materially interfere in a way materially adverse to the Company with a significant acquisition, merger, disposition, corporate reorganization or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that if at the Company time of receipt of such notice by the Investor, such Investor shall have sold all or a portion of the Registrable Securities pursuant to an effective Registration Statement and the reason for the Suspension Period is not be entitled of a nature that would require a post-effective amendment to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 days on any one occasion. The the Registration Statement, then the Company shall use its commercially reasonable best efforts to resolve take such action as to eliminate any Suspension. Each Holder who is notified restriction imposed by federal securities Laws by the Company time such Registrable Securities are scheduled to be delivered. Immediately upon receipt of a Suspension pursuant to this Section 7 Notice of Suspension, the Investor shall keep discontinue the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales disposition of Registrable Securities on behalf under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminated. (b) The Company agrees that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing the Investor, to the extent it still beneficially owns Registrable Securities, of such Holder to immediately discontinue) offers termination (provided that in no event shall such notice contain any material, non-public information). After the expiration of any Suspension Period in the case of an effective Registration Statement, and sales of Registrable Securities pursuant without the need for any further request from the Investor, the Company shall, as applicable and as promptly as reasonably practicable, prepare a post-effective amendment or supplement to such Registration Statement Statement, the relevant Prospectus, or Prospectus until such time any document incorporated therein by reference, or file any other required document so that, as it is advised in writing by thereafter delivered to purchasers of the Company that the use of Registrable Securities included therein, the Registration Statement or Prospectus may be resumed andthe Prospectus, if as applicable, is furnished by will not include an untrue statement of a material fact or omit to state any material fact necessary to make the Company with a supplemented or amended Prospectus as contemplated by Section 8(g). If statements therein, in the Company delays or suspends a Demand Registrationlight of the circumstances under which they were made, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b)misleading.

Suspensions. Upon giving no less than one day’s prior written notice to the Holders (a) Notwithstanding any other provision of Registrable Securitiesthis Agreement, the Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (including by withdrawing or declining to amend any Registration Statement or Prospectus that has been filed or by declining to take any other actions otherwise required hereunder with regard to any Registration Statement or Prospectus) (a “Suspension”) (a) at such times as are required by law (including the EU Market Abuse Regulation) as reasonably determined by the Company based on the advice of outside counsel, (b) if the Conflicts Committee of the Company’s Board of Directors Company determines in good faith that the filing, effectiveness or use participation of such Registration Statement or Prospectus would be materially detrimental to the Company would reasonably be expected to (i) require public disclosure of material non-public information that would not otherwise be required to be disclosed and its shareholders because (ii) such registration disclosure of material non-public information would (x) materially interfere in have a way materially material adverse effect on any pending negotiation to the Company with effect a significant material merger, acquisition, merger, disposition, corporate reorganization financing, reorganization, recapitalization or other similar extraordinary transaction involving or (c) within ninety (90) days after the Companyeffective date of any Piggyback Registration (each of (a), (yb) require premature disclosure of material information that the Company has and (c), a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a “Valid Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 days on any one occasionReason”). The Company shall use its reasonable best efforts provide written notice to resolve e& of the commencement and termination of any SuspensionSuspension (and any withdrawal of a Registration Statement pursuant to this Section 6), which notice shall describe, to the extent permitted by applicable laws, the reasons therefor. Each Holder who is notified by After becoming aware of the Company existence of a Suspension pursuant to this Section 7 6, e& shall keep the existence of such Suspension confidential and shall ​ immediately discontinue (and direct any other Person Holder making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g7(a)(vi). If . (b) Without the prior written consent of e&, in no event shall a Suspension or Suspensions be in effect for (x) an aggregate of 60 days or more in any twelve-month period or (y) more than five (5) days after the relevant Valid Suspension Reason ceases to exist. (c) Notwithstanding anything in this Agreement to the contrary, the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or for the limitation on the number account of such Holder’s Demand Registrations set forth in Section 3(b)any security holder or holders for so long as a Suspension is effective.

Suspensions. Upon giving no less than one day’s prior written notice to the Holders of Registrable Securities, the (a) The Company shall be entitled to delay or suspend the filing, effectiveness or use of a Registration Statement or Prospectus (a “Suspension”) if the Conflicts Committee Company delivers a certificate to the requesting Holder signed by an executive officer of the Company’s Board of Directors determines Company that it has determined in good faith that (i) proceeding with the filing, effectiveness or use of such Registration Statement or Prospectus would reasonably be materially detrimental expected to require the Company to disclose any material non-public information and its shareholders because such registration would (x) materially interfere in a way materially adverse to that the Company with would not otherwise be required to disclose at such time or (ii) the registration or offering proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended, have a significant material adverse effect on any pending negotiation or plan of the Company to effect a merger, acquisition, merger, disposition, corporate reorganization financing, reorganization, recapitalization or other similar transaction involving transaction, in each case that, if consummated, would be material to the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws; provided, that the Company shall not be entitled to exercise a Suspension (i) more than twice during any 12-month period or (ii) for a period exceeding 90 sixty (60) days on any one occasion. The Company shall use its reasonable best efforts to resolve any Suspension. Each Holder who is notified by the Company of a Suspension pursuant to this Section 7 shall keep the existence of such Suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Holder to immediately discontinue) offers and sales of Registrable Securities pursuant to such Registration Statement or Prospectus until such time as it is advised in writing by the Company that the use of the Registration Statement or Prospectus may be resumed and, if applicable, is furnished by the Company with a supplemented or amended Prospectus as contemplated by Section 8(g)resumed. If the Company delays or suspends a Demand Registration, the Holder that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 3(b3(a). (b) In addition to the foregoing, in no event shall the Company be required to file any Registration Statement, Prospectus or amendments thereto, or undertake any Underwritten Offering, (i) with respect to each of the first, second and third fiscal quarters in a fiscal year, during any period starting with the second (2nd) to last Friday of the third month of such quarter and ending the Monday following the Company’s regular release of earnings for such quarter, and (ii) with respect to the fourth fiscal quarter in a fiscal year, during any period starting with the third (3rd) to last Friday of the third month of such quarter and ending the Monday following the Company’s regular release of earnings for such quarter (provided that if the quarterly blackout periods applicable to directors or officers of the Company are reduced or eliminated from the periods set forth above, such reduction or elimination shall automatically apply to the periods set forth above and the Company shall promptly notify the Holders of any such reduction or elimination of the quarterly blackout periods applicable to its directors or officers). Such periods shall not constitute Suspension periods for purposes of the frequency limitations described above in Section 7(a).