Common use of Limitations on Demand Registrations Clause in Contracts

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when the Board has determined in good faith that it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by the Company not more than twice in any 12-month period and the Company shall only have the right to delay so long as such Valid Business Reason exists (but in no event for a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Holders.

Limitations on Demand Registrations. The Demand Registration rights granted to the Holders in Section 3(a) are subject to the following limitations: (i) Notwithstanding anything herein the Company shall not be required to cause a registration pursuant to Section 3(a) to be declared effective within a period of 90 days after the contraryeffective date of any registration statement of the Company effected in connection with a Demand Registration; and (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (a "VALID BUSINESS REASON"), the Company may suspend the postpone filing a registration process and/or delay any Holder’s ability statement relating to use a prospectus or delay making a filing of a Demand Registration Statement or taking any other action until such Valid Business Reason no longer exists, but in connection therewith no event for a period of up to more than ninety (90) days when the Board has determined in good faith that it would be in the best interest days. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or determined to withdraw any registration statement pursuant to clause (Cii) render above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company unable to comply with requirements under (at the Company's expenses) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities Act or that was in effect at the Exchange Act (each, a “Valid Business Reason”); provided, however, that time of receipt of such right to delay shall be exercised by the Company not more than twice in any 12-month period and notice. If the Company shall only have give any notice of postponement or withdrawal of a registration statement, the right to delay so long Company shall, at such time as such the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event for a period longer later than ninety (90) days in after the aggregate in any twelve month perioddate of the postponement). The Company shall give notice , use its best efforts to each Participating Holder that promptly effect the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any under the Act of the Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing covered by the Company that postponed or withdrawn registration statement in accordance with this Section 3 (unless the prospectus may be usedHolder(s) delivering the Demand Registration request shall have withdrawn such request, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The which case the Company shall not specify be considered to have effected an effective registration for the nature purposes of the event giving rise this Agreement), and such registration shall not be postponed or withdrawn pursuant to a suspension in any notice to the Holdersclause (ii) above.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to If the contraryBoard of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company may suspend the registration process and/or delay any Holder’s ability or is necessary to use a prospectus or delay making a filing avoid premature disclosure of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when matter the Board has determined in good faith that it would not be in the best interest interests of the Company if to be disclosed at such Registration Statement time (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by (i) the Company not more than twice in any 12-month period and the Company shall only have the right may postpone filing a Registration Statement relating to delay so long as a Demand Registration until such Valid Business Reason exists no longer exists, and (but ii) in no event for case a period longer than ninety (90) days in Registration Statement has been filed relating to a Demand Registration, the aggregate in any twelve month period)Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to each Participating Holder all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the registration process has been delayed Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and upon including the date of the giving of such notice duly given, each Holder agrees not pursuant to sell any this Section 3(b) to and including the date when sellers of such Registrable Securities pursuant to any under such Registration Statement until such Holder’s receipt of shall have received the copies of the supplemented or amended prospectusProspectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, or until it is advised in writing by the Company that the prospectus may be usednot withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and has received copies of any additional may not postpone an offering under this Section 3(b) or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise Section 5(c) due to a suspension in Valid Business Reason for a period of greater than 90 days during any notice to the Holders12-month period.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to If the contraryBoard of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company may suspend the registration process and/or delay any Holder’s ability or is necessary to use a prospectus or delay making a filing avoid premature disclosure of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when matter the Board of Directors has determined in good faith that it would not be in the best interest interests of the Company if to be disclosed at such Registration Statement time (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by (i) the Company not more than twice in any 12-month period and the Company shall only have the right may postpone filing a Registration Statement relating to delay so long as a Demand Registration until such Valid Business Reason exists no longer exists, and (but ii) in no event for case a period longer than ninety (90) days in Registration Statement has been filed relating to a Demand Registration, the aggregate in any twelve month period)Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if the Valid Business Reason has not resulted from actions taken by the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to each Participating Holder all Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the registration process has been delayed Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from (and upon including) the date of the giving of such notice duly given, each Holder agrees not pursuant to sell any this Section 3(b) to (and including) the date when sellers of such Registrable Securities pursuant to any under such Registration Statement until such Holder’s receipt of shall have received the copies of the supplemented or amended prospectusProspectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, or until it is advised in writing by the Company that the prospectus may be usednot withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and has received copies of any additional may not postpone an offering under this Section 3(b) or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise Section 5(c) due to a suspension in Valid Business Reason for a period of greater than 90 days during any notice to the Holders12-month period.

Limitations on Demand Registrations. The Demand Registration rights granted to the Designated Holders in Section 3(a) are subject to the following limitations: (i) Notwithstanding anything herein each registration in respect of a Demand Registration must include Registrable Securities having an aggregate market value of at least [$5,000,000], which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price; PROVIDED that the limitation set forth in this clause (i) shall not be in effect at any time the Designated Holders' Registrable Securities are not able to be sold under Rule 144 under the Act because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the contraryDesignated Holders requesting such registration) delivers a written opinion of counsel to such Designated Holders to the effect that such Designated Holders' Registrable Securities may be publicly offered and sold without registration under the Act; (ii) the Company shall not be required to cause a registration pursuant to Section 3(a) to be declared effective within a period of 150 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (a "VALID BUSINESS REASON"), the Company may suspend the (x) postpone filing a registration process and/or delay any Holder’s ability statement relating to use a prospectus or delay making a filing of a Demand Registration Statement or taking any other action until such Valid Business Reason no longer exists, but in connection therewith no event for a period of up to more than ninety (90) days when days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Board Valid Business Reason has determined in good faith that it would be in not resulted from actions taken by the best interest Company, the Company, upon the approval of a majority of the Company's Board of Directors, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company if such Registration Statement (shall give written notice of its determination to postpone or an amendment or supplement theretowithdraw a registration statement under Section 3(f)(iii) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for and of the time otherwise required fact that the Valid Business Reason for such Registration Statement postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to remain effective the contrary contained herein, the Company may not postpone or withdraw a filing under Section 3(f)(iii) hereof more than once in any other action either would (A) materially adversely affect a significant financingtwelve-month period. Each Holder of Registrable Securities agrees that, acquisition, disposition, merger or other material transaction, (B) require premature disclosure upon receipt of material information any notice from the Company that the Company has a bona fide business purpose for preserving as confidential or determined to withdraw any registration statement pursuant to clause (Ciii) render above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company unable to comply with requirements under (at the Company's expenses) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities Act or that was in effect at the Exchange Act (each, a “Valid Business Reason”); provided, however, that time of receipt of such right to delay shall be exercised by the Company not more than twice in any 12-month period and notice. If the Company shall only have give any notice of postponement or withdrawal of a registration statement, the right to delay so long Company shall, at such time as such the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event for a period longer later than ninety (90) days in after the aggregate in any twelve month perioddate of the postponement). The Company shall give notice , use its best efforts to each Participating Holder that promptly effect the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any under the Act of the Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing covered by the Company that postponed or withdrawn registration statement in accordance with this Section 3 (unless the prospectus may be usedDesignated Holder(s) delivering the Demand Registration request shall have withdrawn such request, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The which case the Company shall not specify be considered to have effected an effective registration for the nature purposes of the event giving rise this Agreement), and such registration shall not be postponed or withdrawn pursuant to a suspension in any notice to the Holdersclause (iii) above.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when the Board has determined in good faith that it would be in the best interest of materially adverse to the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement theretosupplement) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action were taken in connection therewith because such filing, effectiveness or other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by the Company not more than twice in any twelve (12-) month period and the Company shall only have the right to delay so long as such Valid Business Reason exists (but in no event for a period longer than (i) sixty (60) days with respect to each such instance of delay and (ii) ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly givengiven pursuant to Section 2.3, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Holders.

Limitations on Demand Registrations. Each of (ix) Notwithstanding anything herein the D. X. Xxxx Investors, collectively, and (y) the GS Investors, collectively, shall be entitled to one Demand Registration in any consecutive 12-month period. Unless otherwise agreed by the contraryBoard, the Company may suspend the registration process and/or delay any Holder’s ability will not be obligated to use a prospectus or delay making a filing of have a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when the Board has determined in good faith that it would be in the best interest of the Company if such pursuant to a Demand Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become that is declared effective or remain effective for during the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by the Company not more than twice in any 12six-month period and following the effective date of any other Registration Statement of the Company shall only have the right to delay so long as such Valid Business Reason exists (but in no event for a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectusa Demand Registration. The Company shall not specify be obligated to effect a Demand Registration unless the nature aggregate proceeds expected to be received from the sale of the event giving rise Registrable Securities requested to a suspension be included in any notice such Demand Registration equals or exceeds US $100 million, unless otherwise agreed by the Board. No request for registration will count for the purposes of the limitations in this Section 1.1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the Holderseffective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons; (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraws the Registration Request prior to such Registration Statement being declared effective; (iii) prior to the sale of 90 percent of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court for any reason and the Company fails to have such stop order, injunction, or other order or requirement removed, withdrawn, or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order; (iv) more than 50 percent of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1.1(f) below; or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied or waived (other than as a result of a material default or breach thereunder by any such Requesting Holder(s)). Notwithstanding the foregoing, to the extent permitted by Applicable Law, the Company will pay all Registration Expenses in connection with any Registration Request pursuant to Section 1.1(a) regardless of whether or not such Registration Request counts towards the limitation set forth above.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when If the Board has determined of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or materially interfere with any other action either would (A) materially adversely affect a significant material financing, acquisition, disposition, corporate reorganization or merger or other material transaction, (B) require premature disclosure of material information that transaction involving the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by (i) the Company not more than twice in any 12-month period and the Company shall only have the right may postpone filing a Registration Statement relating to delay so long as a Demand Registration until such Valid Business Reason exists no longer exists, and (but ii) in no event for case a period longer than ninety Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Oaktree Director (90to the extent there is an Oaktree Director on the Board of Directors) days in the aggregate in any twelve month period)may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to each Participating Holder all Designated Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the registration process has been delayed Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and upon including the date of the giving of such notice duly given, each Holder agrees not pursuant to sell any this Section 3(b) to and including the date when sellers of such Registrable Securities pursuant to any under such Registration Statement until such Holder’s receipt of shall have received the copies of the supplemented or amended prospectusProspectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional not postpone or supplemental filings that are incorporated withdraw a filing under this Section 3(b) or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise Section 5(c) due to a suspension Valid Business Reason more than twice for a period of up to 60 days in any notice to the Holders12-month period.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to If the contraryBoard of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company may suspend the registration process and/or delay any Holder’s ability or is necessary to use a prospectus or delay making a filing avoid premature disclosure of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when matter the Board of Directors has determined in good faith that it would not be in the best interest interests of the Company if to be disclosed at such Registration Statement time including any registration of Registrable Securities that is requested or continuing at a time during a “blackout period” in accordance with the Company’s trading policies or at such time that any Initiating Holder may be deemed to hold material non-public information regarding the Company, due to such person’s status as a director or officer of the Company, or otherwise (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by (i) the Company not more than twice in any 12-month period and the Company shall only have the right may postpone filing a Registration Statement relating to delay so long as a Demand Registration until such Valid Business Reason exists no longer exists, and (but ii) in no event for case a period longer than ninety (90) days Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if determined by the Board of Directors to be in the aggregate in any twelve month period)best interests of the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to each Participating Holder all participating Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the registration process has been delayed Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and upon including the date of the giving of such notice duly given, each Holder agrees not pursuant to sell any this Section 3(b) to and including the date when sellers of such Registrable Securities pursuant to any under such Registration Statement until such Holder’s receipt of shall have received the copies of the supplemented or amended prospectusProspectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, or until it is advised in writing by the Company that the prospectus may be usednot withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and has received copies of any additional may not postpone an offering under this Section 3(b) or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise Section 5(c) due to a suspension in Valid Business Reason for a period of greater than 120 days during any notice to the Holders12-month period.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the The Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for by not more than 60 calendar days after receipt of the Demand Request if the Company provides a period written certificate signed by the Chief Executive Officer and Chief Financial Officer of up the Company to ninety (90) days when the Holders, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 2.2, stating that the Board has determined in good faith that it would be in the best interest of seriously detrimental to the Company and its stockholders if such Registration Statement (or an amendment or supplement thereto) were filed, filed and such Registration Statement (or amendment or supplement theretoamendment) were to become effective effective, or remain effective for the time otherwise required for such Registration Statement to remain effective or any other effective, because such action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”)) and that it is therefore essential to defer the filing of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than twice once in any 12-12 month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists (but in no event for exists, and during such time the Company may not file a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt for securities to be issued and sold for its own account or for that of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to anyone other than the Holders.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to If the contraryBoard of Directors, the Company may suspend in its good faith judgment, determines that the registration process and/or delay any Holder’s ability of Registrable Securities pursuant to use a prospectus Demand Registration, or delay making a filing the amendment or supplement of a Registration Statement or taking filed pursuant to a Demand Registration, would materially interfere with any other action in connection therewith for a period of up to ninety (90) days when the Board has determined in good faith that it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, corporate reorganization or merger or other material transaction, (B) require premature disclosure of material information that transaction involving the Company has a bona fide business purpose for preserving as confidential or (C) render would require the Company unable to comply with requirements under make an Adverse Disclosure, or that suspension of such registration is necessary to prepare, obtain or have audited any financial statements or other financial information required by law or SEC regulations to be included or incorporated by reference in the Securities Act Registration Statement or the Exchange Act Prospectus (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by the Company not more than twice in any 12-month period and the Company shall only have furnishes to the right to delay so long Requesting Holder (or Requesting Holders, as such the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) stating that a Valid Business Reason exists (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to such Demand Registration and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement, in the case of clauses (i) and (ii) above until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for a period longer more than ninety (90) consecutive days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. For the avoidance of doubt, it is understood and agreed that the Postponing Officer’s Certificate shall contain no information about the Valid Business Reason or the Adverse Disclosure, and shall merely state that a Valid Business Reason exists. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by delivering written notice to the Company within five (5) days of receipt of a Postponing Officer’s Certificate. In addition to the Postponing Officer’s Certificate discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such postponement no longer exists. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement or suspend the use of a Shelf Registration Statement pursuant to Section 2.02(e) or pursuant to this Section 2.01(b) due to a Valid Business Reason more than two (2) times, or for more than an aggregate of ninety (90) days, in the aggregate in all such cases, during any twelve 12-month period). The Company Each Holder shall give notice keep confidential the fact that a Demand Registration Notice was made and, if applicable, a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt directors, officers, employees, agents and professional advisers who reasonably need to know such information for purposes of copies of assisting the supplemented Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or amended prospectusother direct or indirect investors who have agreed to keep such information confidential, or until it is advised in writing (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any Holder gives prior written notice to the HoldersCompany of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. The Demand Registration ----------------------------------- rights granted to the Holders in Section 3(a) are subject to the following limitations: (i) Notwithstanding anything herein the Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000.00, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that the limitation set forth in this clause (i) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 under the Act because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the contraryHolders requesting such registration) delivers a written opinion of counsel to such Holders to the effect that such Holders' Registrable Securities may be publicly offered and sold without registration under the Act); and (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (a "Valid Business Reason"), the Company may suspend the (x) postpone --------------------- filing a registration process and/or delay any Holder’s ability statement relating to use a prospectus or delay making a filing of a Demand Registration Statement or taking any other action until such Valid Business Reason no longer exists, but in connection therewith no event for a period of up to more than ninety (90) days when days, and, (y) in case a registration statement has been filed relating to a Demand Registration, if the Board Valid Business Reason has determined in good faith that it would be in not resulted from actions taken by the best interest Company, the Company, upon the approval of a majority of the Company's Board of Directors, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement; the Company if such Registration Statement (shall give written notice of its determination to postpone or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for withdraw a registration statement and of the time otherwise required fact that the Valid Business Reason for such Registration Statement postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to remain effective the contrary contained herein, the Company may not postpone or withdraw a filing under Section 3(f)(ii) hereof more than once in any other action either would (A) materially adversely affect a significant financingtwelve-month period. Each Holder of Registrable Securities agrees that, acquisition, disposition, merger or other material transaction, (B) require premature disclosure upon receipt of material information any notice from the Company that the Company has a bona fide business purpose for preserving as confidential or determined to withdraw any registration statement pursuant to clause (Cii) render above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company unable to comply with requirements under (at the Company's expenses) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities Act or that was in effect at the Exchange Act (each, a “Valid Business Reason”); provided, however, that time of receipt of such right to delay shall be exercised by the Company not more than twice in any 12-month period and notice. If the Company shall only have give any notice of postponement or withdrawal of a registration statement, the right to delay so long Company shall, at such time as such the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event for a period longer no later than ninety (90) days in after the aggregate in any twelve month perioddate of the postponement). The Company shall give notice , use its best efforts to each Participating Holder that promptly effect the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any under the Act of the Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing covered by the Company that postponed or withdrawn registration statement in accordance with this Section 3 (unless the prospectus may be usedHolder(s) delivering the Demand Registration request shall have withdrawn such request, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The which case the Company shall not specify be considered to have effected an effective registration for the nature purposes of the event giving rise this Agreement), and such registration shall not be postponed or withdrawn pursuant to a suspension in any notice to the Holdersclause (ii) above.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the The Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for a period of up to ninety by not more than sixty (9060) days when after receipt of the Demand Request if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file or confidentially submit such Registration Statement or take such action pursuant to this Section 2, stating that the Board has determined in good faith that it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, filed or confidentially submitted and such Registration Statement (or amendment or supplement theretoamendment) were to become effective effective, or remain effective for the time otherwise required for such Registration Statement to remain effective or any other effective, then such action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require pursuant to applicable law premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”)) and that it is therefore beneficial to defer the filing or confidential submission of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than twice three (3) times in any twelve (12-) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone else; provided, further, that the Company may, in the event it exercises such right more than one (but 1) time in no event accordance with the immediately preceding proviso, delay making a filing of a Registration Statement or taking action in connection therewith for a period longer than maximum aggregate of ninety (90) days in the aggregate in any twelve (12) month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Holders.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the The Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for by not more than 60 days after receipt of the Demand Request if the Company provides a period written certificate signed by the Chief Executive Officer of up the Company to ninety (90) days when the holders of Registrable Securities, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 5.1, stating that the Board of Directors of the Company has determined in good faith that it would be in the best interest of seriously detrimental to the Company and its stockholders if such Registration Statement (or an amendment or supplement thereto) were filed, filed and such Registration Statement (or amendment or supplement theretoamendment) were to become effective effective, or remain effective for the time otherwise required for such Registration Statement to remain effective or any other effective, because such action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, ; (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential confidential; or (C) render the Company unable to comply with requirements under the Securities 1933 Act or the Exchange 1934 Act (each, a “Valid Business Reason”)) and that it is therefore essential to defer the filing of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than twice once in any 12-12 month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists (but in no event for exists, and during such time the Company may not file a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt for securities to be issued and sold for its own account or for that of copies anyone other than the holders of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the HoldersRegistrable Securities.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the The Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for by not more than 60 days after receipt of the Demand Request if the Company provides a period written certificate signed by the Chief Executive Officer of up the Company to ninety (90) days when the holders of Registrable Securities, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 5.1, stating that the Board of Directors of the Company has determined in good faith that it would be in the best interest of seriously detrimental to the Company and its stockholders if such Registration Statement (or an amendment or supplement thereto) were filed, filed and such Registration Statement (or amendment or supplement theretoamendment) were to become effective effective, or remain effective for the time otherwise required for such Registration Statement to remain effective or any other effective, because such action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, ; (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential confidential; or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”)) and that it is therefore essential to defer the filing of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than twice once in any 12-12 month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists (but in no event for exists, and during such time the Company may not file a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt for securities to be issued and sold for its own account or for that of copies anyone other than the holders of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the HoldersRegistrable Securities.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when If the Board has determined of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or materially interfere with any other action either would (A) materially adversely affect a significant material financing, acquisition, disposition, corporate reorganization or merger or other material transaction, (B) require premature disclosure of material information that transaction involving the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by (i) the Company not more than twice in any 12-month period and the Company shall only have the right may postpone filing a Registration Statement relating to delay so long as a Demand Registration until such Valid Business Reason exists no longer exists, and (but ii) in no event case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement, and such Demand Registration shall not be considered a Demand Registration for a period longer than ninety (90) days in the aggregate in any twelve month periodpurposes of Section 3.1(A)(3). The Company shall give written notice, which notice shall be signed by the Chairman of the Board of Directors of the Company, to each Participating Holder all Designated Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the registration process has been delayed Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3.2, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3.4) by the number of days during the period from and upon including the date of the giving of such notice duly given, each Holder agrees not pursuant to sell any this Section 3.2 to and including the date when sellers of such Registrable Securities pursuant to any under such Registration Statement until such Holder’s receipt of shall have received the copies of the supplemented or amended prospectusProspectus contemplated by and meeting the requirements of Section 5.1(a)(vi). Notwithstanding anything to the contrary contained herein, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional not postpone or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise withdraw a filing under this Section 3.2 due to a suspension Valid Business Reason more than twice for a period of up to 90 days in any notice to the Holders12-month period.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to If the contraryBoard of Directors, the Company may suspend in its good faith judgment, determines that the registration process and/or delay any Holder’s ability of Registrable Securities pursuant to use a prospectus Demand Registration, or delay making a filing the amendment or supplement of a Registration Statement or taking filed pursuant to a Demand Registration, would materially interfere with any other action in connection therewith for a period of up to ninety (90) days when the Board has determined in good faith that it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant material financing, acquisition, disposition, corporate reorganization or merger or other material transaction, (B) require premature disclosure of material information that transaction involving the Company has a bona fide business purpose for preserving as confidential or (C) render would require the Company unable to comply with requirements under the Securities Act or the Exchange Act make an Adverse Disclosure (each, a “Valid Business Reason”); provided, howeverand the Company furnishes to the Requesting Holder (or Requesting Holders, as the case may be) a certificate signed by the Chief Executive Officer or any other senior executive officer of the Company stating such (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to such Demand Registration and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the Company may postpone amending or supplementing such right Registration Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to delay exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be exercised entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Postponing Officer’s Certificate discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such postponement no longer exists. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 2.01(b) due to a Valid Business Reason for more than twice in an aggregate of one hundred twenty (120) days during any 12-month period period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company shall only have the right Company, except (A) for disclosure to delay so long as such Valid Business Reason exists (but in no event for a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt employees, agents and professional advisers who reasonably need to know such information for purposes of copies of assisting the supplemented Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or amended prospectusother direct or indirect investors who have agreed to keep such information confidential, or until it is advised in writing (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any Holder gives prior written notice to the HoldersCompany of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the The Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for a period of up to ninety by not more than sixty (9060) days when after receipt of a Demand Request if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 1.2, stating that the Board of Directors of the Company (the “Board”) has determined in good faith that it would be in the best interest of seriously detrimental to the Company and its stockholders if such Registration Statement (or an amendment or supplement thereto) were filed, filed and such Registration Statement (or amendment or supplement theretoamendment) were to become effective effective, or remain effective for the time otherwise required for such Registration Statement to remain effective or any other effective, because such action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”)) and that it is therefore essential to defer the filing of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than twice once in any 12-12 month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists (but in no event for a period longer than ninety sixty (9060) days in days), and during such time the aggregate in any twelve month period). The Company shall give notice may not file a Registration Statement for securities to each Participating Holder be issued and sold for its own account or for that of anyone other than the Holders other than a registration process has been delayed and upon notice duly given, each Holder agrees not statement relating either to sell any Registrable Securities the sale of securities to employees of the Company pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented a stock option, stock purchase or amended prospectus, similar plan or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Holdersan SEC Rule 145 transaction.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to If the contraryBoard of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company may suspend the registration process and/or delay any Holder’s ability or is necessary to use a prospectus or delay making a filing avoid premature disclosure of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when matter the Board of Directors has determined in good faith that it would not be in the best interest interests of the Company if to be disclosed at such Registration Statement time (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by (i) the Company not more than twice in any 12-month period and the Company shall only have the right may postpone filing a Registration Statement relating to delay so long as a Demand Registration until such Valid Business Reason exists no longer exists, and (but ii) in no event for case a period longer than ninety (90) days Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if determined by the Board of Directors to be in the aggregate in any twelve month period)best interests of the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to each Participating Holder all participating Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the registration process has been delayed Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and upon including the date of the giving of such notice duly given, each Holder agrees not pursuant to sell any this Section 3(b) to and including the date when sellers of such Registrable Securities pursuant to any under such Registration Statement until such Holder’s receipt of shall have received the copies of the supplemented or amended prospectusProspectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, or until it is advised in writing by the Company that the prospectus may be usednot withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and has received copies of any additional may not postpone an offering under this Section 3(b) or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise Section 5(c) due to a suspension in Valid Business Reason for a period of greater than 120 days during any notice to the Holders12-month period.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to If the contraryBoard of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company may suspend the registration process and/or delay any Holder’s ability or is necessary to use a prospectus or delay making a filing avoid premature disclosure of a Registration Statement or taking any other action in connection therewith for a period of up to ninety (90) days when matter the Board of Directors has determined in good faith that it would not be in the best interest interests of the Company if to be disclosed at such Registration Statement time including any registration of Registrable Securities that is requested or continuing at a time during a “blackout period” in accordance with the Company’s trading policies or at such time that any Initiating Holder may be deemed to hold material non-public information regarding the Company, due to such person’s status as a director or officer of the Company, or otherwise (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by (i) the Company not more than twice in any 12-month period and the Company shall only have the right may postpone filing a Registration Statement relating to delay so long as a Demand Registration until such Valid Business Reason exists no longer exists, and (but ii) in no event for case a period longer than ninety (90) days Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement and, if determined by the Board of Directors to be in the aggregate in any twelve month period)best interests of the Company, may cause such Registration Statement to be withdrawn and its effectiveness terminated. The Company shall give written notice to each Participating Holder all participating Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the registration process has been delayed Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to postpone or withdraw a Registration Statement pursuant to this Section 3(b), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, in the case of a Long-Form Registration, the period referred to in the second sentence of Section 3(d)) by the number of days during the period from and upon including the date of the giving of such notice duly given, each Holder agrees not pursuant to sell any this Section 3(b) to and including the date when sellers of such Registrable Securities pursuant to any under such Registration Statement until such Holder’s receipt of shall have received the copies of the supplemented or amended prospectusProspectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, or until it is advised in writing by the Company that the prospectus may be usednot withdraw a filing under this Section 3(b) or Section 5(c) due to a Valid Business Reason more than once in any 12 month period, and has received copies of any additional may not postpone an offering under this Section 3(b) or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise Section 5(c) due to a suspension in Valid Business Reason for a period of greater than [120] days during any notice to the Holders12-month period.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to If the contraryBoard of Directors, the Company may suspend in its good faith judgment, determines that the registration process and/or delay any Holder’s ability of Registrable Securities pursuant to use a prospectus Demand Registration, or delay making a filing the amendment or supplement of a Registration Statement or taking filed pursuant to a Demand Registration, would materially interfere with any other action in connection therewith for a period of up to ninety (90) days when the Board has determined in good faith that it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant material financing, acquisition, disposition, corporate reorganization or merger or other material transaction, (B) require premature disclosure of material information that transaction involving the Company has a bona fide business purpose for preserving as confidential or (C) render would require the Company unable to comply with requirements under the Securities Act or the Exchange Act make an Adverse Disclosure (each, a “Valid Business Reason”); provided, howeverand the Company furnishes to the Requesting Holder (or Requesting Holders, as the case may be) a certificate signed by the Chief Executive Officer or any other senior executive officer of the Company stating such (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to such Demand Registration and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the Company may postpone amending or supplementing such right Registration Statement, in the case of (i) and (ii) until such Valid Business Reason ceases to delay exist (a “Demand Suspension”), but in no event shall any such postponement be for more than sixty (60) days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be exercised entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Postponing Officer’s Certificate discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such postponement no longer exists. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 2.01(b) due to a Valid Business Reason more than twice three (3) times, or for more than an aggregate of ninety (90) days, in each case, during any 12-month period period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company shall only have the right Company, except (A) for disclosure to delay so long as such Valid Business Reason exists (but in no event for a period longer than ninety (90) days in the aggregate in any twelve month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt employees, agents and professional advisers who reasonably need to know such information for purposes of copies of assisting the supplemented Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or amended prospectusother direct or indirect investors who have agreed to keep such information confidential, or until it is advised in writing (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any Holder gives prior written notice to the HoldersCompany of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to the contrary, the The Company may suspend the registration process and/or delay any Holder’s ability to use a prospectus or delay making a filing of a Registration Statement or taking any other action in connection therewith for a period of up to ninety by not more than sixty (9060) days when after receipt of a Demand Request if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Holders, prior to the time it would otherwise have been required to file or confidentially submit such Registration Statement or take such action pursuant to this Section 2, stating that the Board has determined in good faith that it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, filed or confidentially submitted and such Registration Statement (or amendment or supplement theretoamendment) were to become effective effective, or remain effective for the time otherwise required for such Registration Statement to remain effective or any other effective, then such action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material transaction, (B) require pursuant to applicable law premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or the Exchange Act (each, a “Valid Business Reason”)) and that it is therefore beneficial to defer the filing or confidential submission of the Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than twice three (3) times in any twelve (12-) month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone else; provided, further, that the Company may, in the event it exercises such right more than one (but 1) time in no event accordance with the immediately preceding proviso, delay making a filing of a Registration Statement or taking action in connection therewith for a period longer than maximum aggregate of ninety (90) days in the aggregate in any twelve (12) month period). The Company shall give notice to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Holders.

Limitations on Demand Registrations. (i) Notwithstanding anything herein to If the contraryBoard of Directors, the Company may suspend in its good faith judgment, determines that the registration process and/or delay any Holder’s ability of Registrable Securities pursuant to use a prospectus Demand Registration, or delay making a filing the amendment or supplement of a Registration Statement or taking filed pursuant to a Demand Registration, would materially interfere with any other action in connection therewith for a period of up to ninety (90) days when the Board has determined in good faith that it would be in the best interest of the Company if such Registration Statement (or an amendment or supplement thereto) were filed, such Registration Statement (or amendment or supplement thereto) were to become effective or remain effective for the time otherwise required for such Registration Statement to remain effective or any other action either would (A) materially adversely affect a significant financing, acquisition, disposition, corporate reorganization or merger or other material transaction, (B) require premature disclosure of material information that transaction involving the Company has a bona fide business purpose for preserving as confidential or (C) render would require the Company unable to comply with requirements under the Securities Act or the Exchange Act make an Adverse Disclosure (each, a “Valid Business Reason”); provided, however, that such right to delay shall be exercised by the Company not more than twice in any 12-month period and the Company shall only have furnishes to the right to delay so long Requesting Holder (or Requesting Holders, as such the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) stating that a Valid Business Reason exists (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to such Demand Registration and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement, in the case of clauses (i) and (ii) above until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for a period longer more than ninety (90) days after the date of the Demand Registration Notice or, if later, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Postponing Officer’s Certificate discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason for such postponement no longer exists. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 2.01(b) due to a Valid Business Reason more than two (2) times, or for more than an aggregate of one hundred and twenty (120) days, in the aggregate in each case, during any twelve 12-month period). The Company Each Holder shall give notice keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to each Participating Holder that the registration process has been delayed and upon notice duly given, each Holder agrees not to sell any Registrable Securities pursuant to any Registration Statement until such Holder’s receipt employees, agents and professional advisers who reasonably need to know such information for purposes of copies of assisting the supplemented Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or amended prospectusother direct or indirect investors who have agreed to keep such information confidential, or until it is advised in writing (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any Holder gives prior written notice to the HoldersCompany of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.