Common use of Limitations on Form S-3 Registrations Clause in Contracts

Limitations on Form S-3 Registrations. If the Board of Directors, has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a S-3 Registration, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VI.

Limitations on Form S-3 Registrations. If the Board of Directors, has in its good faith judgment, determines that a Valid Business ReasonReason exists, (x) the Company may (x) postpone filing a Registration Statement relating to a an S-3 Registration (but not the preparation of the Registration Statement) until such Valid Business Reason no longer exists, but in no event for more than ninety (90) dayssixty days after the date when the S-3 Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a an S-3 Registration, 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 Company may postpone amending or supplementing such Registration Statement (so long as in which case, if the Designated Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, the S-3 Initiating Holders shall have may request the rights set forth in this Article VI within ninety (90) days prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone or withdraw delay amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal delay no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing or delay amending or supplementing a filing under this Section 5(c) due to a Valid Business Reason under this Section 6.3 or Section 4.1 (i) for more than once 120 days in any twelve twelve-month period or (12ii) month for more than 60 days in any rolling 90 day period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a) hereof (i) within ninety (90) days the Specified Period after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor form thereto), (ii) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders or (iii) if the S-3 Initiating Holders, together with the Designated Holders but Stockholders (other than S-3 Initiating Holders) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested to include on the last date on which the Company could receive requests for inclusion in such registration pursuant S-3 Registration under Section 5(a) hereof) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $20,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, (x) the Company may (x) postpone filing a Registration Statement relating to a an S-3 Registration (but not the preparation of the Registration Statement) until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) daysdays after the date when the S-3 Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 Directors or may postpone amending or supplementing such Registration Statement (so long as in which case, if the Designated Holders shall have the rights set forth in this Article VI within ninety Valid Business Reason no longer exists or if more than forty-five (9045) days have passed since such postponement, the S-3 Initiating Holders may request the prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone or withdraw delay amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal delay no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing or delay amending or supplementing a filing, under this Section 5(c), due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve six (126) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor form thereto), (ii) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders or (iii) if the S-3 Initiating Holders, together with the Designated Stockholders (other than S-3 Initiating Holders but which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested to include on the last date on which the Company could receive requests for inclusion in such registration pursuant S-3 Registration under Section 5(a)) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $20,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) daysdays after the date when the S-3 Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as in which case, if the Designated Holders shall have the rights set forth in this Article VI within ninety Valid Business Reason no longer exists or if more than forty-five (9045) days have passed since such withdrawal or postponement, the S-3 Initiating Holder may request the prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing filing, under either this Section or Section 3(a), due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve six (126) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor form thereto), (ii) if the Specified Holders are the S-3 Initiating Holders and a Registration Statement on Form S-3 has previously been requested by the Specified Holders under Section 5(a) and declared effective (subject to the first sentence of this Section 5(c)), (iii) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders or (iv) if the S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested to include on the last date on which the Company could receive requests for inclusion in such registration pursuant S-3 Registration under Section 5(a)) to Article V or the public of less than $20,000,000 (ii) except with respect to a S-3 Registration requested by the Registration Statement was filed pursuant to Article IV or this Article VISpecified Holders in which all of the Registrable Securities held by the Specified Holders are registered).

Limitations on Form S-3 Registrations. If the Board of Directors, has Directors of the Company determines in good faith that a Valid Business ReasonReason exists, (x) the Company may (x) postpone filing a Registration Statement relating to a an S-3 Registration (but not the preparation of the Registration Statement) until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, exists and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 Company may postpone amending or supplementing such Registration Statement (so long as until such Valid Business Reason no longer exists; provided, however, that in no event shall the Designated Holders postponement of the filing of any Registration Statement relating to an S-3 Registration or the postponement of the amending or supplementing of any previously filed Registration Statement relating to an S-3 Registration exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall have the rights set forth in this Article VI within extend beyond ninety (90) days consecutive days, the Board of any Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such event)ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone or withdraw the filing of a Registration Statement relating to an S-3 Registration or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal delay no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V on Form S-4 or S-8 or any successor form thereto) or (ii) if Form S-3 is not available for such offering by the Registration Statement was filed pursuant to Article IV or this Article VIS-3 Initiating Holders.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) daysdays after the date when the S-3 Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as in which case, if the Designated Holders shall have the rights set forth in this Article VI within ninety Valid Business Reason no longer exists or if more than forty-five (9045) days have passed since such withdrawal or postponement, the S-3 Initiating Holder may request the prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing filing, under either this Section or Section 3(a), due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve six (126) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor form thereto or an “automatic shelf registration” on Form S-3), (ii) if the Specified Holders are the S-3 Initiating Holders and a Registration Statement on Form S-3 has previously been requested by the Specified Holders under Section 5(a) and declared effective (subject to the first sentence of this Section 5(c)), (iii) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders or (iv) if the S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested to include on the last date on which the Company could receive requests for inclusion in such registration pursuant S-3 Registration under Section 5(a)) to Article V or the public of less than $20,000,000 (ii) except with respect to a S-3 Registration requested by the Registration Statement was filed pursuant to Article IV or this Article VISpecified Holders in which all of the Registrable Securities held by the Specified Holders are registered).

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days, days following the request and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as in which case, if the Designated Holders shall have the rights set forth in this Article VI within ninety Valid Business Reason no longer exists or if more than forty-five (9045) days have passed since such withdrawal or postponement, the S-3 Initiating Holder may request the prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing filing, under either this Section or Section 3(a), due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor thereto), (ii) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders or (iii) if the S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $5,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, has in its good faith judgment, determines that a Valid Business ReasonReason exists, (x) the Company may (x) postpone filing a Registration Statement relating to a an S-3 Registration (but not the preparation of the Registration Statement) until such Valid Business Reason no longer exists, but in no event for more than ninety (90) dayssixty days after the date when the S-3 Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a an S-3 Registration, 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 Company may postpone amending or supplementing such Registration Statement (so long as in which case, if the Designated Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, the S-3 Initiating Holders shall have may request the rights set forth in this Article VI within ninety (90) days prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone or withdraw delay amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal delay no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing or delay amending or supplementing a filing under this Section 5(c) due to a Valid Business Reason under this Section 6.3 or Section 4.1 (i) for more than once 90 days in any twelve twelve-month period or (12ii) month for more than 60 days in any rolling 90 day period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a) hereof (i) within ninety (90) days the Specified Period after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor form thereto), (ii) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders or (iii) if the S-3 Initiating Holders, together with the Designated Holders but Stockholders (other than S-3 Initiating Holders) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested to include on the last date on which the Company could receive requests for inclusion in such registration pursuant S-3 Registration under Section 5(a) hereof) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $20,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) 90 days, and (y) in case a Registration Statement has been filed relating to a S-3 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 General Atlantic Director, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) 12 month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) 90 days after the effective date of any other Registration Statement of the Company, (ii) if within the 12 month period preceding the date of such request, the Company has effected two registrations on Form S-3 pursuant to Section 5(a), (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iiv) if the Registration Statement was not for the account of S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the proposed date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $5,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a S-3 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 (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 3B(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V or Company, (ii) if within the Registration Statement was filed twelve (12) month period preceding the date of such request, the Company has effected two (2) registrations on Form S-3 pursuant to Article IV Section 3B(a) or this Article VI(iii) if Form S-3 is not available for such offering by the S-3 Initiating Holder.”

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing or suspend the effectiveness of a Registration Statement registration statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement registration statement has been filed relating to a S-3 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 the RSA Directors, may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)registration statement. The Company shall give written notice of its determination to postpone postpone, suspend or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement postponement, suspend or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 4.1, (i) within ninety one hundred eighty (90180) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V or Company, (ii) if within the Registration Statement was filed twelve (12) month period preceding the date of such request, the Company has effected one (1) registration on Form S-3 pursuant to Article IV Section 4.1, or this Article VI(iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) 90 days, and (y) in case a Registration Statement has been filed relating to a S-3 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 the Atairos Designee (if any such designee is then serving on 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 (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) 12 month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 ‎Section 5(a), (i) within ninety (90) 90 days after the effective date of any other Registration Statement of the Company if Company, (i) if within the Registration Statement was 12 month period preceding the date of such request, the Company has effected two registrations on Form S-3 pursuant to ‎Section 5(a), (i) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders or (i) if the S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under ‎Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the proposed date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $5,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a S-3 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 director elected by the holders of the Series F Preferred Stock and at least one director elected by the holders of the Series G Preferred Stock, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V or Company, (ii) if within the Registration Statement was filed twelve (12) month period preceding the date of such request, the Company has effected two (2) registrations on Form S-3 pursuant to Article IV or this Article VISection 5(a), and (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a S-3 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 director elected by the holders of the Series F Preferred Stock, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V or Company, (ii) if within the Registration Statement was filed twelve (12) month period preceding the date of such request, the Company has effected two (2) registrations on Form S-3 pursuant to Article IV or this Article VISection 5(a), and (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders.

Limitations on Form S-3 Registrations. If the Board of Directors, has in its good faith judgment, determines that any registration of Registrable Securities pursuant to Section 5.1 should not be made or continued because it would interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Valid Business Reason"), the Company may (x) postpone filing a Registration Statement registration statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement registration statement has been filed relating to a S-3 Registration, if the Valid Business Reason has not resulted from actions taken by the Company, upon the approval of a majority of the Board of Directors, Company may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement registration statement (so long as the Designated Holders shall have the rights set forth in this Article VI V within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement registration statement (provided that the Company shall not disclose any information that could be deemed material non-public information to any holder of Registrable Securities that are included in a registration statement that is subject to such postponement or withdrawal) and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5.1, (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (ia) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V IV, or (iib) the Registration Statement was filed pursuant to Article IV V, (ii) if Form S-3 (or this Article VIany successor form then in effect) is not available for such offering by the S-3 Initiating Holder, (iii) if the S-3 Initiating Holder registering Registrable Securities in such registration, proposes to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of less than $2,000,000 or (iv) more than two times in any twelve month period.

Limitations on Form S-3 Registrations. If Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the S-3 Initiating Holders and any other Designated Holders participating in the offering pursuant to this Article VI a certificate signed by the Chairman of the Board or the President of Directors, the Company stating that the Company has determined in good faith that effecting such registration at such time would have a material adverse effect on the Company because of a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as the S-3 Initiating Holders and any other Designated Holders participating in the offering pursuant to this Article VI shall have the rights set forth in this Article VI within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated S-3 Initiating Holders but the Designated S-3 Initiating Holders had the opportunity to include at least two-thirds all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VI.

Limitations on Form S-3 Registrations. If the Board of Directors, has in its good faith judgment, determines that a Valid Business ReasonReason exists, (x) the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration (but not the preparation of the Registration Statement) until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) daysdays after the date when the S-3 Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 Company may postpone amending or supplementing such Registration Statement (so long as in which case, if the Designated Holders shall have the rights set forth in this Article VI within ninety Valid Business Reason no longer exists or if more than forty-five (9045) days have passed since such postponement, the Initiating Holder may request the prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone or withdraw delay amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal delay no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing or delay amending or supplementing a filing under this Section 5(c) due to a Valid Business Reason under this Section 6.3 or Section 4.1 for more than once ninety (90) days in any twelve (12) twelve-month period. In addition, the Company shall not be required to effect more than two S-3 Registrations within any registration pursuant consecutive twelve-month period and shall not be required to Section 6.1 effect any S-3 Registrations hereof (i) within ninety (90) days the Specified Period after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor form thereto) or after an Underwritten Shelf Take-Down, (ii) if Form S-3 is not available for such offering by the account of Initiating Holder or (iii) if the Initiating Holder, together with the Designated Holders but Stockholders (other than the Designated Holders had Initiating Holder) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested to include on the last date on which the Company could receive requests for inclusion in such registration pursuant S-3 Registration under Section 5(a) hereof) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $20,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, has determines that a Valid Business ReasonReason exists, (x) the Company may (x) postpone filing a Form S-3 Shelf Registration Statement relating to a an S-3 Registration (but not the preparation of the Registration Statement) until such Valid Business Reason no longer exists, but in no event for more than ninety (90) daysdays after the Target Filing Date or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement registration statement has been filed relating to a an S-3 RegistrationRegistration but has not at such time been declared effective, the Company, upon the approval of a majority of the Board of Directors, Company may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (so long as registration statement for up to ninety days after the Designated Holders shall have occurrence of the rights set forth in this Article VI within ninety (90) days of any such event)Valid Business Reason. The Company shall give written notice to all holders of Registrable Securities registered under any such Form S-3 Shelf Registration Statement (each, an “S-3 Participating Holder”) of its determination to postpone or withdraw a delay amending or supplementing such Form S-3 Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal delay no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing or delay amending or supplementing a filing under this Section 4.12(b) due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) twelve-month period. In additionIf a Form S-3 Shelf Registration Statement has been declared effective prior to the occurrence of the Valid Business Reason, the Company provisions of Section 4.11 and not this Section 4.12(b) shall not be required to effect any registration pursuant to Section 6.1 within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIapply.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors of the Company has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement registration statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement registration statement has been filed relating to a S-3 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 Company's Board of Directors, such majority to include the General Atlantic Director, may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)registration statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V or Company, (ii) if the Registration Statement was filed Company has already effected two (2) registrations on Form S-3 pursuant to Article IV Section 5(a), or this Article VI(iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days, days following the request and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as in which case, if the Designated Holders shall have the rights set forth in this Article VI within ninety Valid Business Reason no longer exists or if more than forty-five (9045) days have passed since such withdrawal or postponement, Platinum may request the prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing filing, under either this Section or Section 3(a), due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Article V on Form S-4 or S-8 or any successor thereto), or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIif Form S-3 is not available for such offering by Platinum.

Limitations on Form S-3 Registrations. If the ------------------------------------- Board of Directors, Directors has a Valid Business ValidBusiness Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a S-3 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 (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect (i) more than three (3) S-3 Registrations in the aggregate or (ii) any registration pursuant to Section 6.1 5(a), (w) within ninety (90) days after the effective date of any other Registration Statement of the Company, (x) if within the twelve (12) month period preceding the date of such request, the Company has effected one (1) registration on Form S-3 pursuant to Section 5(a), (y) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iz) if the Registration Statement was not for the account of S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $10,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days, days following the request and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as in which case, if the Designated Holders shall have the rights set forth in this Article VI within ninety Valid Business Reason no longer exists or if more than forty-five (9045) days have passed since such withdrawal or postponement, the S-3 Initiating Holder may request the prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing filing, under either this Section or Section 3(a), due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor thereto), (ii) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders or (iii) if the S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VI.public of less than $5,000,000. 14 11

Limitations on Form S-3 Registrations. If the Board of Directors, has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to 11 include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VI.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a S-3 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 General Atlantic Director (as defined in the Stockholders Agreement), may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company, (ii) if within the twelve (12) month period preceding the date of such request, the Company has effected two (2) registrations on Form S-3 pursuant to Section 5(a), (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iiv) if the Registration Statement was not for the account of S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $5,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) 90 days, and (y) in case a Registration Statement has been filed relating to a S-3 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 the Atairos Designee (if any such designee is then serving on 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 (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) 12 month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 ‎Section 5(a), (i) within ninety (90) 90 days after the effective date of any other Registration Statement of the Company, (ii) if within the 12 month period preceding the date of such request, the Company has effected two registrations on Form S-3 pursuant to ‎Section 5(a), (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iiv) if the Registration Statement was not for the account of S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under ‎Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the proposed date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $5,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, in its good faith judgment, determines that it has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety sixty (9060) days, and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as the Designated Holders shall have the rights set forth in this Article VI within ninety (90) days of any such event)Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once twice in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company, (ii) if within the twelve (12) month period preceding the date of such request, the Company has effected two (2) registrations on Form S-3 pursuant to Section 5(a), (iii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iiv) if the Registration Statement was not for the account of S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $20,000,000.

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days, days following the request and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as in which case, if the Designated Holders shall have the rights set forth in this Article VI within ninety Valid Business Reason no longer exists or if more than forty-five (9045) days have passed since such withdrawal or postponement, the S-3 Initiating Holder may request the prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing filing, under either this Section or Section 3(a), due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 5(a), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor thereto), (ii) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders, (iii) if the S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 5(a)) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V the public of less than $5,000,000 or (iiiv) if it is requested by the Registration Statement was filed pursuant Xxxxxxx Stockholders prior to Article IV the date on which the HWP Stockholders own an amount of Registrable Securities equal to or this Article VIless than 2,000,000 shares of Common Stock (as such number may be adjusted to reflect stock splits, stock dividends, consolidations and/or similar transactions).”

Limitations on Form S-3 Registrations. If the Board of Directors, Directors has a Valid Business Reason, the Company may (x) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, 45 days following the request and (y) in case a Registration Statement has been filed relating to a S-3 Registration, 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 (so long as in which case, if the Designated Holders shall Valid Business Reason no longer exists or if more than 45 days have passed since such withdrawal or postponement, the rights set forth in this Article VI within ninety (90) days S-3 Initiating Holder may request the prompt amendment or supplement of any such eventRegistration Statement or a new S-3 Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing filing, under either this Article IV or Section 2.01, due to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once in any twelve (12) 18-month period. In addition, the Company shall not be required to effect any registration pursuant to Section 6.1 4.01, (i) within ninety (90) 90 days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement was on Form S-4 or S-8 or any successor thereto), (ii) if Form S-3 is not available for such offering by the account of S-3 Initiating Holders, or (iii) if the S-3 Initiating Holders, together with the Designated Holders but (other than S-3 Initiating Holders which have requested an S-3 Registration under Section 4.01) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Designated Holders had the opportunity to include at least two-thirds Market Price of the Registrable Securities they requested on the date of filing of the Form S-3 with respect to include in such registration pursuant Registrable Securities) to Article V or (ii) the Registration Statement was filed pursuant to Article IV or this Article VIpublic of less than $5,000,000.