Common use of Suspensions Clause in Contracts

Suspensions. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to each Investor (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality), to require the Investors 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, forty five (45) consecutive days or seventy five (75) days in the aggregate in any twelve (12)-month period (a “Suspension Period”), and provided that the Company shall not be entitled to impose more than two (2) Suspension Periods during any twelve (12)-month period, if the Board determines in good faith that such 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 an Investor, such Investor shall have sold all or a portion of the Registrable Securities pursuant to an effective Registration Statement such suspension shall not be deemed to prohibit the settlement of such sale by delivery of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then 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 Notice of Suspension, the Investors 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 that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing each Investor, to the extent it still beneficially owns Registrable Securities, of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality). 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 Investors, the Company shall, as applicable and 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.

Suspensions. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to each the Investor (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentialityinformation), to delay the filing or effectiveness of a Registration Statement or require the Investors 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, forty five sixty (4560) consecutive days or seventy five ninety (7590) days in the aggregate in any twelve (12)-month period (a “Suspension Period”), and provided that the Company shall not be entitled to impose more than two (2) Suspension Periods during any twelve (12)-month period, if the Board 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 an the Investor, such the Investor shall have sold all or a portion of the Registrable Securities pursuant to an effective Registration Statement such suspension shall not be deemed to prohibit the settlement of such sale by delivery of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then 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 Notice of Suspension, the Investors Investor 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 that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing each the Investor, to the extent it still beneficially owns Registrable Securities, of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentialityinformation). After the expiration of any Suspension Period in the case of an effective Registration StatementPeriod, and without the need for any further request from the InvestorsInvestor, the Company shall, as applicable and 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.

Suspensions. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to each Investor (provided that in no event shall such notice contain any material, non-public information or subject such Investor unless notice is also being provided pursuant to any duty Section 4(e)(ii) of confidentialitythe Purchase Agreement), to delay the filing or effectiveness of a Registration Statement or require the Investors 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, forty forty-five (45) consecutive days or seventy seventy-five (75) days in the aggregate in any twelve (12)-month period (a “Suspension Period”), and provided that the Company shall not be entitled to impose more than two (2) Suspension Periods during any twelve (12)-month period, if the Board 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 an Investor, such Investor shall have sold all or a portion of the Registrable Securities pursuant to an effective Registration Statement such suspension shall not be deemed to prohibit the settlement of such sale by delivery of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then 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 Notice of Suspension, the Investors 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 that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing each Investor, to the extent it still beneficially owns Registrable Securities, of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentialityinformation). 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 Investors, the Company shall, as applicable and 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.

Suspensions. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to each Investor (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality)the Investor, to delay the filing or effectiveness of a Registration Statement or require the Investors 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, forty five exceed sixty (4560) consecutive days or seventy five ninety (7590) days in the aggregate in any twelve (12)-month period (a “Suspension Period”), and provided that the Company shall not be entitled to impose more than two (2) Suspension Periods during any twelve (12)-month period, if the Board 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 an the Investor, such the Investor shall have sold all or a portion of the Registrable Securities pursuant to an effective Registration Statement such suspension shall not be deemed to prohibit the settlement of such sale by delivery of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then 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 Notice of Suspension, the Investors Investor 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 that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing each the Investor, to the extent it still beneficially owns holds Registrable Securities, of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality)termination. 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 InvestorsInvestor, the Company shall, as applicable and 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.

Suspensions. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to each Investor any of the Investors (provided that in no event shall such notice contain any material, non-public information or subject such Investor unless notice is also being provided pursuant to any duty Section 5.5 of confidentialitythe Purchase Agreement), to delay the filing or effectiveness of a Registration Statement or require any of the Investors 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, forty five sixty (4560) consecutive days or seventy five ninety (7590) days in the aggregate in any twelve (12)-month period (a “Suspension Period”), and provided that the Company shall not be entitled to impose more than two (2) Suspension Periods during any twelve (12)-month period, if the Board 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 an Investor, such Investor shall have sold all or a portion of the Registrable Securities pursuant to an effective Registration Statement such suspension shall not be deemed to prohibit the settlement of such sale by delivery of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then 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 Notice of Suspension, the Investors an Investor 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 that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing each an Investor, to the extent it still beneficially owns Registrable Securities, of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentialityinformation). 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 Investors, the Company shall, as applicable and 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.

Suspensions. (ai) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitledCME Group may, by providing written giving notice to BVMF (a “Notice of Suspension”) to each Investor (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality), to require the Investors 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, forty five (45) consecutive days or seventy five (75) days in the aggregate in any twelve (12)-month period (a “Suspension PeriodDeferral Notice”), suspend the availability of the Registration Statement and provided that the Company shall not be entitled related Prospectus: (1) upon the issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement or the initiation of proceedings with respect to impose more than two the Registration Statement under Section 8(d) or 8(e) of the Securities Act, (2) Suspension Periods during any twelve (12)-month period, if the Board determines Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus forming a part of the Registration Statement shall contain any 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 (including, in any such case, as a result of the non-availability of financial statements), or (3) if in the good faith that judgment of the CME Group Board of Directors, it would be materially detrimental to CME Group or its securityholders for a registration or underwritten offering under this Section 3.4 to be effected at such 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 time. (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company; provided, that if at the time of Upon receipt of such notice by an Investorany Deferral Notice, such Investor BVMF agrees that it shall have sold all or a portion of the not sell any Registrable Securities pursuant to an effective the Registration Statement such suspension shall not be deemed to prohibit (including any related Prospectus) until it receives copies of the settlement supplemented or amended Prospectus provided for in Section 3.4(c)(iv) below and/or is notified of such sale by delivery the effectiveness of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration StatementStatement provided for in Section 3.4(c)(iv) below, then or until it is advised in writing by CME Group that the Company Prospectus may be used. BVMF agrees to treat the existence of, and facts relating to, any Deferral Notice or any notice pursuant to Section 3.4(b)(iv) as confidential and shall not disclose, and shall cause its officers and directors not to disclose, the existence of, or any facts relating to, any Deferral Notice or any notice pursuant to Section 3.4(b)(iv) to any Person other than to those of BVMF’s officers and directors who need to know such information for purposes of the performance of their duties as officers and directors of BVMF. (iii) In the case of a suspension pursuant to Section 3.4(c)(i)(1), CME Group shall use its commercially reasonable efforts to take cause such action as to eliminate any restriction imposed by federal securities Laws by the time such Registrable Securities are scheduled stop order to be delivered. Immediately upon receipt of a Notice of Suspension, the Investors shall discontinue the disposition of Registrable Securities under an effective Registration Statement and Prospectus relating thereto until the Suspension Period is terminatedlifted as promptly as practicable. (biv) The Company agrees that it will terminate any Suspension Period In the case of a suspension pursuant to Section 3.4(c)(i)(2), CME Group shall as promptly as reasonably practicable prepare and will promptly notify in writing each Investor, to the extent it still beneficially owns Registrable Securities, of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality). 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 Investors, the Company shall, as applicable and as promptly as reasonably practicable, prepare file a post-post effective amendment or supplement to such Registration Statement, Statement or a supplement to the relevant Prospectus, or any document incorporated therein by reference, or file any other required document related Prospectus so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Prospectusstatements therein not misleading, as applicable, will and such Prospectus does not include an contain any 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, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post effective amendment to the Registration Statement use commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable. (v) CME Group shall be entitled to exercise its rights pursuant to this Section 3.4(c) to suspend the availability of a Registration Statement or any Prospectus in connection with developments covered by Section 3.4(c)(i)(3) no more than two (2) times in any calendar year and for no more than an aggregate of one-hundred twenty (120) days. CME Group shall not be required to specify in the related Deferral Notice to BVMF the nature of the developments covered by Section 3.4(c)(i)(3) giving rise to a suspension.

Suspensions. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to each Investor (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality)the Shareholder, to delay the filing or effectiveness of a Registration Statement or require the Investors 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, combined with any other suspensions under this Agreement, forty five exceed sixty (4560) consecutive days or seventy five ninety (7590) days in the aggregate in any twelve (12)-month period (a “Suspension Period”), and provided that ) if the Company shall not be entitled to impose more than two Board (2or the executive committee thereof) Suspension Periods during any twelve (12)-month period, if the Board 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 an Investorthe Shareholder, such Investor 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 such suspension shall not be deemed to prohibit the settlement of such sale by delivery of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then 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 Notice of Suspension, the Investors 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 that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing each Investorthe Shareholder, to the extent it still beneficially owns holds Registrable Securities, of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality)termination. 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 InvestorsShareholder, the Company shall, as applicable and 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, (i) the Shareholder may by notice to the Company withdraw such request without such request counting as a Demand Registration Request and (ii) the Shareholder will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses.

Suspensions. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to each Investor (provided that in no event shall such notice contain any material, non-public information or subject such Investor unless notice is also being provided pursuant to any duty Section 4(e)(ii) of confidentialitythe Purchase Agreement), to delay the filing or effectiveness of a Registration Statement or require the Investors 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, forty forty-five (45) consecutive days or seventy seventy-five (75) days in the aggregate in any twelve (12)-month period (a “Suspension Period”), and provided that the Company shall not be entitled to impose more than two (2) Suspension Periods during any twelve (12)-month period, if the Board 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 an Investor, such Investor shall have sold all or a portion of the Registrable Securities pursuant to an effective Registration Statement such suspension shall not be deemed to prohibit the settlement of such sale by delivery of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then 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 Notice of Suspension, the Investors 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 that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing each Investor, to the extent it still beneficially owns Registrable Securities, of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentialityinformation). 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 Investors, the Company shall, as applicable and 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.

Suspensions. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to each Investor (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality)the Shareholder, to delay the filing or effectiveness of a Registration Statement or require the Investors 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, combined with any other suspensions under this Agreement, forty five exceed sixty (4560) consecutive days or seventy five ninety (7590) days in the aggregate in any twelve (12)-month period (a “”Suspension Period”), and provided that ) if the Company shall not be entitled to impose more than two Board (2or the executive committee thereof) Suspension Periods during any twelve (12)-month period, if the Board 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 an Investorthe Shareholder, such Investor 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 such suspension shall not be deemed to prohibit the settlement of such sale by delivery of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then 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 Notice of Suspension, the Investors 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 that it will terminate any Suspension Period as promptly as reasonably practicable and will promptly notify in writing each Investorthe Shareholder, to the extent it still beneficially owns holds Registrable Securities, of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality)termination. 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 InvestorsShareholder, the Company shall, as applicable and 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, (i) the Shareholder may by notice to the Company withdraw such request without such request counting as a Demand Registration Request and (ii) the Shareholder will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses.

Suspensions. (a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, by providing written notice (a “Notice of Suspension”) to each Investor (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality)Shareholder who holds Registrable Securities, to suspend the effectiveness of the Transaction Shelf Registration Statement or require the Investors such applicable Shareholders to suspend the use of the Prospectus for sales of Registrable Securities under an effective the Transaction Shelf Registration Statement for a reasonable period of time not to exceed, when combined with any other suspensions under this Agreementsuspension pursuant to Section 2.5, forty five ninety (4590) consecutive days or seventy five one hundred twenty (75120) days in the aggregate in any twelve (12)-month 12) month period (a “Suspension Period”), and provided that if the Company shall not be entitled to impose more than two Board (2or the executive committee thereof) Suspension Periods during any twelve (12)-month period, if the Board determines in good faith that such 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 that, if at the time of receipt of such notice by an Investora Shareholder, such Investor Shareholder shall have sold all or a portion of the Registrable Securities pursuant to an effective the Transaction Shelf Registration Statement such suspension shall not be deemed to prohibit the settlement of such sale by delivery of Registrable Securities, and if the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Transaction Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities Laws by on the time timely delivery of such Registrable Securities are scheduled to be deliveredshares. Immediately upon receipt of a Notice of Suspensionsuch notice, the Investors Shareholders shall discontinue the disposition of Registrable Securities under an effective the Transaction Shelf Registration Statement and Prospectus relating thereto until the such Suspension Period is terminated. (b) . The Company agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify in writing each Investor, to the extent it still beneficially owns Shareholder who holds Registrable Securities, Securities of such termination (provided that in no event shall such notice contain any material, non-public information or subject such Investor to any duty of confidentiality)termination. After the expiration of any Suspension Period in the case of an effective Registration StatementPeriod, and without the need for any further request from the InvestorsShareholders, the Company shall, as applicable and shall as promptly as reasonably practicable, practicable prepare a post-effective amendment or supplement to such the Transaction Shelf Registration Statement, Statement or the relevant ProspectusProspectus relating thereto, 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, 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 the light of the circumstances under which they were made, not misleading. During any Suspension Period, the Company may not file any other registration statement or commence any offering relating to the Company’s LMG Series A Stock, LMG Series B Stock or LMG Series C Stock or any other series of the Company’s LMG stock with the SEC (except with respect to registration statements on Form S-8).