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 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, 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 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 Buyer 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, plus any customary extension period of the applicable underwriter).The 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 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 Buyer 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) daysunless the relevant Initiating Holder shall have withdrawn such request, plus any customary extension period of in which case the applicable underwriter).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 Company furnishes to the Holders a certified resolution of the Board of Directors (the "CERTIFIED RESOLUTION") stating that the Company determines, in the good faith exercise or any of its Subsidiaries is engaged in confidential negotiations or other confidential business judgment, and has delivered to Buyer written certification to activities (or the effect, 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, plus under this Section 2.03 more than once in 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 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 Buyer written certification to activities (or any such executive officer determines that 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, 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 effectiveanticipated delay.

Postponement. Notwithstanding anything (i) The Company shall be entitled 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 postpone filing of the Registration Statement pursuant to Section 2.1.12(a) and/or to require the Investor to discontinue the disposition of its securities covered by such Registration Statement(s), be entitled to postpone as applicable, during any Blackout Period (as defined below) (x) if the filing ofBoard of Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, orreorganization, except recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (y) if the Company is in possession of material information which the Board of Directors of the Company determines in good faith after consultation with outside counsel is not in the case best interests of an automatic shelf the Company to disclose in a registration statement on Form S‑3ASRat such time; provided, declaration however, that the Company may only delay filing of effectiveness of, any the Registration Statement prepared pursuant to the exercise of a Demand Right this Section 2(b) only for a reasonable period of time not to exceed 90 days in excess any 12 month period and may require the Investor to discontinue the disposition of one hundred and twenty its securities covered by such Registration Statement pursuant to this Section 2(b) only for a reasonable period of time not to exceed a total of 135 days in any 12 month period (120) days, if the board of directors of the Company determinesor, in each case, such earlier time as such transaction is consummated or no longer proposed or the good faith exercise of its business judgment, and material information has delivered to Buyer written certification been made public) (the "BLACKOUT PERIOD"). Notwithstanding anything herein 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 postponementcontrary, the Company will may not delay filing of a Registration Statement or require an Investor to discontinue the disposition of its securities more than two times in any twelve month period. The Company shall promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement Investor 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 "BLACKOUT NOTICE") of any time that a Holder requests a Demand Registration, the Company shall have the right decision to postpone the filing of a the Registration Statement or to discontinue sales of Registrable Securities covered by such Registration Statement pursuant to this Section 2(b) and, upon the Demand Notice until written request of an Investor, the expiration Company shall provide such Investor with a general statement in writing of the applicable lock-up period (not to exceed ninety (90) daysreason for such postponement, plus any customary extension period an approximation of the applicable underwriter).The anticipated delay and an undertaking by the Company to use its reasonable best efforts to promptly notify the Investor as soon as the Registration Statement may be filed or sales of Registrable Securities covered by such Registration Statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be obligated required to effectconsult with or obtain the consent of any Investor, and any such determination shall be the Company's sole responsibility. Each Investor shall treat all notices or to take any action to effect, any registration statements received from the Company pursuant to this Section 2.1.1 during 2(b) in the period that is thirty strictest confidence and shall comply with the securities laws on account of receipt or possession thereof and shall not disseminate such information. (30ii) days before The Company represents and warrants that, except for the Company’s good faith estimate of transactions contemplated by the Asset Purchase Agreement, on the date of filing ofhereof and based upon the criteria set forth in this Agreement, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company could not issue a Blackout Notice to an Investor declaring that a Blackout Period is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveeffect.

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 once in any twelve-month period 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 (but not in excess exceeding an aggregate of one hundred and twenty (120) 60 days, any such period, a “Black-Out Period”) the filing or effectiveness of any registration statement required to be prepared and filed by it pursuant to this Section 2.1 if the board of directors of the Company determines, in its reasonable judgment and based on the good faith exercise advice of its business judgment, and has delivered to Buyer written certification to the effectcounsel, 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 any material acquisition, corporate reorganization, financing or other similar material transaction involving the Company; , or if there is an event or state of facts relating to the Company that is material to the Company (2and would reasonably likely be required to be disclosed in such registration statement) require premature the disclosure of material information that which would, in the reasonable judgment of the Company, be materially adverse to its interests, and promptly delivers to the Shareholder in such offering a certificate signed by the Company’s chief executive officer or chief financial officer (a “Delay Notice”) stating such determination, containing a general statement of the reasons for such postponement and an estimate of the anticipated delay (but the Company has a bona fide business purpose for preserving as confidential; shall not be required to include in such notice any reference to or (3) render description of 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 facts based upon which 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, delivering such Delay Notice). If the Company shall so postpone the filing of a registration statement, (i) the Company shall use its reasonable best efforts to limit the delay to as short a period as is practicable, and (ii) the Shareholder shall have the right to postpone withdraw the filing Demand Registration request by giving written notice to the Company within 10 Business Days of receipt of a Delay Notice and, in the event of such withdrawal, such Demand Registration Statement pursuant to the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days, plus any customary extension period of the applicable underwriter).The Company shall not be counted for purposes of requests for Demand Registration to which the Shareholder is entitled pursuant to this Section 2.1. The Company shall 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 pay all Registration Expenses in good faith commercially reasonable efforts to cause such registration statement to become effectiveevent.