Common use of Postponement Clause in Contracts

Postponement. Notwithstanding anything to the contrary in this Agreement, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess of one hundred and twenty (120) days, if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered to the Holders written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the event of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Postponement. Notwithstanding anything to the contrary in this Agreement, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASRS‑3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess of one hundred and twenty (120) days, if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered to the Holders Buyer written certification to the effect, that such registration and offering would (A) require disclosure of material non-public information concerning the Company which, at such time, is not in the best interest of the Company or (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the event of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The days, plus any customary extension period of the applicable underwriter).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Postponement. Notwithstanding anything to the contrary in this AgreementUpon notice to, the Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic a Demand Registration, the Initiating Holder for such Demand Registration and any other Eligible Holders or, in the case of a shelf registration statement on Form S-3ASRtakedown, declaration of effectiveness ofthe Initiating Holder or Holders requesting such shelf takedown and any other Holders to which a Company Takedown Notice has been delivered with respect to such shelf takedown, any the Company may postpone effecting a Registration Statement prepared or shelf takedown, as applicable, pursuant to the exercise this Section 2.01 on two occasions during any period of a Demand Right twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days (provided that (1) such period may not be extended or renewed, and (2) the Company may not so postpone effecting a Registration or shelf takedown, as applicable, for two consecutive (i.e., on a “back-to-back” basis) 90-day periods without the prior written consent of time the applicable Initiating Holder (such consent not in excess of one hundred and twenty (120) daysto be unreasonably withheld, conditioned or delayed)), if (i) the board Board of directors Directors of the Company determinesreasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect a proposal or plan by the Company to engage in (directly or indirectly through any of its Subsidiaries): (x) a material acquisition or divestiture of assets; (y) a merger, consolidation, tender offer, reorganization, primary offering of the Company’s securities or similar material transaction; or (z) a material financing or any other material business transaction with a third party or (ii) the Company is, based on the advice of counsel, in the good faith exercise of its business judgment, and has delivered to the Holders written certification to the effect, that such registration and offering would (A) require disclosure possession of material non-public information concerning the disclosure of which during the period specified in such notice the Company which, at such time, is reasonably believes would not be in the best interest interests of the Company or (Bthe foregoing clauses (i) and (ii), a “Valid Business Reason”). Any notice to be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised delivered by the Company not more than once. In pursuant to this Section 2.01(h) shall be in the event form of any such postponement, a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company will promptly notify the Holders whose Registrable Securities are included stating that in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have endedtheir good faith judgment a Valid Business Reason exists. In the event that If the Company is subject delivers a postponement notice pursuant to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registrationthis Section 2.01(h), the Company shall have not, during the right applicable period of postponement, withdrawal or suspension, register any of its common equity securities, other than pursuant to postpone a registration statement on Form S-4 or Form S-8 (or an equivalent registration form then in effect). If the filing Company shall give any notice of any withdrawal or postponement of a Registration Statement pursuant to this Section 2.01(h), the Demand Notice until Company shall, not later than five Business Days after the expiration of Valid Business Reason that caused such withdrawal or postponement no longer exists, use its reasonable best efforts to effect the applicable lock-up period Registration or shelf takedown covered by the withdrawn or postponed Registration Statement in accordance with this Section 2.01 (not to exceed ninety (90) days).The unless the relevant Initiating Holder shall have withdrawn such request, in which case the Company shall not be obligated considered to effect, or to take any action to effect, any registration pursuant to have effected an effective Registration for purposes of this Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective2.01).

Postponement. Notwithstanding anything to the contrary in this Agreement, the The Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, shall be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time not in excess up to ninety (90) days the filing of one hundred any registration statement or any amendment or supplement thereto otherwise required to be prepared and twenty (120) days, filed by it pursuant to Section 2.01 or 2.02 if the board of directors of the Company determines, in the good faith exercise of its business judgment, and has delivered furnishes to the Holders written certification to a certified resolution of the effect, Board of Directors (the "CERTIFIED RESOLUTION") stating that the Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at such registration and offering would (A) require disclosure time otherwise in possession of material non-public information concerning the Company which, at such time, is not in the best interest of with respect to the Company or (B) any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders because it would (1) materially interfere with other than the Holders. A deferral of the filing of a material acquisitionregistration statement pursuant to this Section 2.03 shall be lifted, corporate reorganizationand the registration statement shall be filed forthwith, if the negotiations or other similar transaction involving activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once). In order to defer the event filing of any such postponementa registration statement pursuant to this Section 2.03, the Company will shall promptly notify (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders whose Registrable Securities are included in or proposed (subject to be included in the Registration Statement in writing when Holders entering into a customary confidentiality obligation as to such information, which the events or circumstances permitting such postponement have ended. In Holders hereby agree to do) the event Certified Resolution stating that the Company is subject deferring such filing pursuant to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registrationthis Section 2.03 and an approximation of the anticipated delay. Notwithstanding anything to the contrary contained herein, the Company shall have the right to may not postpone the a filing of a Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take under this Section 2.03 more than once in any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective180 day period.

Postponement. Notwithstanding anything to the contrary in this Agreement, the The Company will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, shall be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time up to thirty (30) days and no more than ninety (90) days in any consecutive 12-month period; provided, however, the Company shall not postpone within less than five (5) trading days after the immediately prior postponement, the filing of any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 (except in excess the case of one hundred and twenty (120the Shelf Registration Statement which must be effective no later than the Issuance Date in accordance with such Section 2.01) days, or 2.02 if the board of directors Company furnishes to the Holder Representatives an officer’s certificate executed by the Chief Executive Officer, Chief Financial Officer or any other duly authorized officer of the Company determines, in (“Officer’s Certificate”) stating that the good faith exercise Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business judgment, and has delivered to activities (or any such executive officer determines that the Holders written certification to the effect, that Company is at such registration and offering would (A) require disclosure time otherwise in possession of material non-public information concerning the Company which, at such time, is not in the best interest of with respect to the Company or (B) any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders because it would (1) materially interfere with other than the Holders. A deferral of the filing of a material acquisitionregistration statement pursuant to this Section 2.03 shall be lifted, corporate reorganizationand notice to the Holder Representatives shall promptly be given and the registration statement shall be filed forthwith, if the negotiations or other similar transaction involving activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once). In order to defer the event filing of any such postponementa registration statement pursuant to this Section 2.03, the Company will shall promptly notify (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holder Representatives (subject to the Holders whose Registrable Securities are included in or proposed entering into a customary confidentiality obligation as to be included in such information, which the Registration Statement in writing when Holders hereby agree to do) the events or circumstances permitting such postponement have ended. In the event Officer’s Certificate stating that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the deferring such filing of a Registration Statement pursuant to the Demand Notice until the expiration this Section 2.03 and an approximation of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveanticipated delay.