Common use of Postponement of Demand Registration Clause in Contracts

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 75 days, the filing (but not the preparation) of a Registration Statement if the Company delivers to the Shareholders requesting registration a certificate signed by an executive officer certifying that such registration and offering would (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(o). If the Company shall so postpone the filing of a Registration Statement, the Shareholders requesting such registration shall have the right to withdraw the request for registration by giving written notice to the Company within 10 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event such Shareholders do not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 3(c), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness of the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Company Corporation shall be entitled to postpone (but not more than once twice in any 12-month period), for a reasonable period of time not in excess of 75 45 days, the filing (but not of any registration statement or suspend the preparation) use of a Registration Statement any shelf registration statement if the Company Corporation delivers to the Shareholders holders requesting registration or the use of any shelf registration statement, as applicable, a certificate signed by an both the chief executive officer and chief financial officer of the Corporation certifying that that, in the good faith judgment of the board of directors of the Corporation, such registration and or offering would (i) require the Company reasonably be expected to make an Adverse Disclosure materially adversely affect or (ii) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving financing of the Company Corporation or any material transaction under consideration by the Corporation or would require disclosure of its Subsidiaries then under considerationinformation that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Corporation. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(o). If the Company Corporation shall so postpone the filing of a Registration Statementregistration statement or suspend the use of any shelf registration statement, the Shareholders requesting such registration each Significant Investor Shareholder shall have the right to withdraw the request for registration or use of a shelf registration statement by giving written notice to the Company Corporation within 10 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event such Shareholders do not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 3(c), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness of the applicable deferred or suspended Registration Statementholders.

Postponement of Demand Registration. The Company Corporation shall be entitled to postpone (but not more than once twice in any 12-month period), for a reasonable period of time not in excess of 75 45 days, the filing (but not of any registration statement or suspend the preparation) use of a Registration Statement any shelf registration statement if the Company Corporation delivers to the Shareholders holders requesting registration or the use of any shelf registration statement, as applicable, a certificate signed by an both the chief executive officer and chief financial officer of the Corporation certifying that that, in the good faith judgment of the board of directors of the Corporation, such registration and or offering would (i) require the Company reasonably be expected to make an Adverse Disclosure materially adversely affect or (ii) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving financing of the Company Corporation or any material transaction under consideration by the Corporation or would require disclosure of its Subsidiaries then under considerationinformation that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Corporation. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(o6(p). If the Company Corporation shall so postpone the filing of a Registration Statementregistration statement or suspend the use of any shelf registration statement, the Shareholders requesting such registration Sponsor Investor Shareholder or CPPIB, as applicable, shall have the right to withdraw the request for registration or use of a shelf registration statement by giving written notice to the Company Corporation within 10 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders andholders, for and in the avoidance case of doubt, upon such a withdrawal, the withdrawn request shall Demand Notice delivered will not constitute a Demand Notice; provided that in the event such Shareholders do not so withdraw the request be counted for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 3(c), it shall be in a position to and shall, as promptly as practicable following the expiration purposes of the applicable deferral or suspension period, file or update and use its reasonable efforts number of Demand Notices permitted pursuant to cause the effectiveness of the applicable deferred or suspended Registration StatementSection 3(i).

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once twice in any 12twelve-month period), for a reasonable period of time not in excess of 75 ninety (90) days, the filing (but not the preparation) of a Registration Statement if the Company delivers to the Shareholders requesting registration members of the Demanding Qualified Holder Group a certificate signed by an both the principal executive officer and the principal financial officer of the Company certifying that that, in the good faith judgment of the Board of Directors of the Company, such registration and offering would (i) require the Company reasonably be expected to make an Adverse Disclosure materially adversely affect or (ii) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving financing of the Company or any material transaction under consideration by the Company, or would render the Company unable to comply with the requirements under the Securities Act or the Exchange Act, or would require disclosure of its Subsidiaries then under considerationinformation that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders Persons receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(o6(q). If the Company shall so postpone the filing of a Registration Statement, the Shareholders requesting such registration Demanding Qualified Holder Group shall have the right to withdraw the request for registration by giving written notice to the Company within 10 thirty (30) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to thereto, and in the applicable Shareholders and, for the avoidance event of doubt, upon such withdrawal, the withdrawn such request shall not constitute a Demand Notice; provided that in the event such Shareholders do not so withdraw the request be counted for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 3(c), it shall be in a position to and shall, as promptly as practicable following the expiration purposes of the applicable deferral or suspension period, file or update and use its reasonable efforts number of Demand Registrations to cause which the effectiveness Qualified Holder Groups are entitled pursuant to the terms of the applicable deferred or suspended Registration Statementthis Agreement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 75 days, the filing (but not the preparation) of a Registration Statement if the Company delivers to the Shareholders Purchasers requesting registration a certificate signed by an executive officer the Chief Executive Officer or Chief Financial Officer certifying that such registration and offering would (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders Purchasers receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(o)confidential. If the Company shall so postpone the filing of a Registration Statement, the Shareholders Purchasers requesting such registration shall have the right to withdraw the request for registration by giving written notice to the Company within 10 days of the anticipated termination date of the at any time during such postponement period, as provided in the certificate delivered to the applicable Shareholders Purchasers and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand NoticeNotice for purposes of Section 4.11(a)(v); provided that in the event such Shareholders Purchasers do not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 3(c4.11(a)(iii), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of the applicable deferred or suspended Registration Statement.