Common use of Postponements Clause in Contracts

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. (a) The Company shall not be entitled obligated to postpone a Resale Registration file any registration statement, or file any amendment or supplement to any registration statement, and a Demand Registration and may suspend any Selling Shareholder’s rights to require the Holders of Registrable Securities make sales pursuant to discontinue the disposition of their securities covered by a shelf any effective registration statement during for reasonable periods not in excess of ninety (90) days, but in no event more than twice in any twelve (12) month period (a “Blackout Period (as defined below) (i) Period”), if the board of directors Company, in the good faith judgment of the Company determines in good faith Board, reasonably believes that effecting such the filing thereof at the time requested, or the offering of securities pursuant thereto, would materially adversely affect a registration pending or continuing such disposition at such time would proposed Public Offering of the Company’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto, or otherwise have a material adverse effect upon a proposed sale of all (or substantially all) of on the assets of Company; provided that in the event the Company proposes to register Ordinary Shares, whether or a mergernot for sale for its own account, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate during a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration Shareholders shall have the right to withdraw make Piggyback Requests with respect to such registration pursuant to Section 2.2 hereof. The filing of a registration statement, or any amendment or supplement thereto, by the request Company cannot be deferred, and a Selling Shareholder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for registrationmore than ten (10) days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than sixty (60) days after the date of the Board’s determination referenced in the preceding sentence. Any such withdrawal If the Company suspends the Selling Shareholders’ rights to make sales pursuant hereto, the applicable registration period shall be made extended by giving written notice to the Company within 30 number of days after receipt of the Blackout Noticesuch suspension.

Postponements. The Company shall be entitled to postpone a Resale Shelf Registration and or a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement Registration Statement at such time; provided, however, that the Company may only delay a Resale Shelf Registration or a Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) either (i) under Section 2.1 within thirty (30) calendar days of delivery of a Shelf Request or (ii) under Section 2.2, within thirty (30) calendar days of delivery of the Request for such Registration, as applicable, and may delay a Resale Shelf Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 ninety (90) calendar days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 twelve (12) month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Shelf Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Shelf Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Shelf Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) calendar days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Shelf Request effected pursuant to Section 2.1 or a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration or other Registration Statement and to require the Holders of Registrable Securities Investors to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have be detrimental to the Company (such as having a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company), or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.9 by delivery of a Blackout Notice (as defined below) within thirty (30) days of delivery of the request for such Demand Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days ten (10) consecutive Trading Days; provided that during any three hundred sixty five (365) day period such period shall not exceed an aggregate of ninety (90) Trading Days; provided, further, that the first day of such period must be at least five (5) Trading Days after the last day of any such prior period (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two (2) Blackout Period Periods in any 12 month twelve (12)-month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.9 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Required Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith. For the avoidance of doubt, any Blackout Period enacted in accordance with this Section 2.9 shall not result in any breach or violation under this Agreement, including any obligation of the Company to pay Registration Delay Payments under Section 2.7(c) or any liquidated damages under Section 2.8.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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 not be advisable in light of all (pending or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Companyanticipated corporate developments, or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.10 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Demand Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable two (2) periods of up to 30 days or one period of time not up to exceed 90 45 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) in any 12 month period (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.10 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.10 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or pursuant to a Resale Registration StatementBlackout Period, the Majority Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two Blackout Period Periods in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Investor Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made registration by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected by such Persons), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall not be entitled obligated to postpone a Resale Registration file any registration statement, or file any amendment or supplement to any registration statement, and a Demand Registration and may suspend any Selling Stockholder’s rights to require the Holders of Registrable Securities make sales pursuant to discontinue the disposition of their securities covered by a shelf any effective registration statement during for reasonable periods not in excess of ninety (90) days, but in no event more than twice in any twelve (12) month period (a “Blackout Period (as defined below) (i) Period”), if the board of directors Company, in the good faith judgment of the Company determines in good faith Board, reasonably believes that effecting such the filing thereof at the time requested, or the offering of securities pursuant thereto, would materially adversely affect a registration pending or continuing such disposition at such time would proposed Public Offering of the Company’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto, or otherwise have a material adverse effect upon a proposed sale of all (or substantially all) of on the assets of Company; provided that in the event the Company proposes to register Common Stock, whether or a mergernot for sale for its own account, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate during a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration Stockholders shall have the right to withdraw make Piggyback Requests with respect to such registration pursuant to Section 2.2 hereof. The filing of a registration statement, or any amendment or supplement thereto, by the request Company cannot be deferred, and a Selling Stockholder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for registrationmore than ten (10) days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than sixty (60) days after the date of the Board’s determination referenced in the preceding sentence. Any such withdrawal If the Company suspends the Selling Stockholders’ rights to make sales pursuant hereto, the applicable registration period shall be made extended by giving written notice to the Company within 30 number of days after receipt of the Blackout Noticesuch suspension.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Investor Holders of the Registration or, in the event of a Demand Registration requested by the Majority Institutional Investor Holders, the Majority Institutional Investor Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board 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 an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time or (iii) if the Company gives notice of the occurrence of an Underwritten Offering for which the Holders are offered incidental registration rights pursuant to Section 2.1 (whether or not they are precluded from selling as a result of Section 2.1(b)), provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made publicpublic or 90 days from the completion of the Underwritten Offering) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period (other than as a result of Section 2.5(iii), any number of which could occur in any 12 month period). The Company shall promptly notify the Holders in writing (a “Blackout Notice”"BLACKOUT NOTICE") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.5 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 2.6 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Initiating Holders of for which registration was requested in the Registration Request who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 2.6 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Initiating Holders of for which registration was requested in the Registration Request who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company Board 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 Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.5 by delivery of a Blackout Notice within thirty (as defined below30) days of delivery of the Request for such Demand Registration, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company MLP shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s MLP's sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.5 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company MLP shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Initiating Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company MLP within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the MLP shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or a Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) either (i) under Section 2.1 within 30 days of delivery of a Resale Request or (ii) under Section 2.2, within 30 days of delivery of the Request for such Registration, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Resale Request effected pursuant to Section 2.1 or a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities Investors to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have be detrimental to the Company (such as having a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company), or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.8 by delivery of a Blackout Notice (as defined below) within thirty (30) days of delivery of the request for such Demand Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days ten (10) consecutive Trading Days; provided that during any three hundred sixty five (365) day period such period shall not exceed an aggregate of ninety (90) Trading Days; provided, further, that the first day of such period must be at least five (5) Trading Days after the last day of any such prior period (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two (2) Blackout Period Periods in any 12 month twelve (12)-month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.8 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Required Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Shelf Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Demand Shelf Registration Statement during any Blackout Period (as defined below) (i) if the board Board of directors 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 not be advisable in light of all (pending or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Companyanticipated corporate developments, or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Shelf Registration pursuant to this Section 2.7 2.8 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Demand Shelf Registration under Section 2.1 and may delay a Resale Registration or a Demand Shelf Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Demand Shelf Registration Statement only for a reasonable two (2) periods of up to 30 days or one period of time not up to exceed 90 45 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) in any 12 month period (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Shelf Registration or a Resale Registration Statement or to discontinue sales of Registrable Securities covered by a shelf registration statement Demand Shelf Registration Statement pursuant to this Section 2.7 2.8 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a the Demand Registration or a Resale Shelf Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Demand Shelf Registration Statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.8 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Shelf Registration Statement or pursuant to a Resale Registration StatementBlackout Period, the Majority Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a material proposed sale of all (transaction affecting or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of by the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Demand Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand an S-3 Registration and require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further that the effectiveness period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one two Blackout Period Periods in any 12 twelve (12) month period. The Company shall promptly notify the Holders Stockholders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration or an S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders Stockholders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any HolderStockholder, and any such determination shall be the Company’s 's sole responsibility. Each Holder Stockholder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statementpursuant to this Section 2.7, the Majority Holders Stockholders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company Board 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 Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement Registration Statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company MLP shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 2.3 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the CompanyMLP’s sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.3 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an F-3 or S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an F-3 or S-3 Registration pursuant to this Section 2.7 2.6 by delivery of a Blackout Notice (as defined below) within 10 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an F-3 or S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 45 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale an F-3 or S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an F-3 or S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an F-3 or S-3 Registration Statement, the Majority Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 10 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected pursuant to Section 2.1(c)), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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) any substantial portion of the assets of the Company or a proposed material acquisition of assets by the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is otherwise in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.04 by delivery of a Blackout Notice (as defined below) within 10 days of delivery of the request for such Registration under Section 2.01 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such the applicable transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two Blackout Period Periods in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.04 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.04 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 10 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.01 (and shall not be counted towards the number of Demand Registrations effected pursuant to Section 2.01(c)), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration an S-3 Registration, and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement an S-3 Registration, during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it (A) is not in the best interests of the Company to disclose in a registration statement Registration Statement at such timetime and (B) would be required to be included in the Registration Statement related to such S-3 Registration in order for such Registration Statement not to be misleading; provided, however, that the Company may only delay an S-3 Registration only for a Resale Registration reasonable period of time not to exceed 60 days (or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (such earlier time as defined belowsuch transaction is consummated or no longer proposed or the material information has been made public) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement an S-3 Registration only for a reasonable period of time not to exceed 60 consecutive days and 90 days in the aggregate during any one year period (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, 2.3 an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement S-3 Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If The period during which the Company shall postpone be required to maintain the filing effectiveness of a Demand the S-3 Registration shall be extended by one (1) day for each full or partial day during which the use of such Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made Prospectus is deferred or suspended by giving written notice to the Company within 30 days after receipt of the Blackout Noticein accordance with this Section.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time, or (iii) if the Company has delivered a notice pursuant to Section 2.2 that it is undertaking an underwritten offering in which the Holders will be entitled to exercise their incidental registration rights; provided, however, that the Company may only delay a Resale Demand Registration or Demand not constituting a Shelf Registration pursuant to this Section 2.7 2.6 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 75 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one at least 60 consecutive days during which there is no Blackout Period in following any 12 Blackout Period, and the aggregate Blackout Periods during any 12-month periodperiod shall not exceed 150 days. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementfor more than 15 days, the Majority Holders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company has delivered a notice pursuant to Section 2.2 that it is undertaking an underwritten offering in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company Holders will be entitled to disclose in a exercise their incidental registration statement at such timerights; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 60 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand ------------- Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration -------- ------- and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further, that the effectiveness ---------------- -------- ------- period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to --------------- discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementpursuant to this Section 2.6, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a material proposed sale of all (transaction affecting or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of by the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Demand Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand an S-3 Registration and require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further that the effectiveness period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one two Blackout Period Periods in any 12 twelve (12) month period. The Company shall promptly notify the Holders Stockholders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration or an S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders Stockholders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.Shelf Registration

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company Board 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 Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement Registration Statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company MLP shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 2.3 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s MLP's sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.3 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or a Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the Request for such Registration, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 2.5 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. (a) The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 120 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.7(a) and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.7(a) in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementpursuant to this Section 2.7(a), the Majority Holders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. The Company shall pay all Registration Expenses in connection with such withdrawn registration request.

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company Board 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 Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.5 by delivery of a Blackout Notice within thirty (as defined below30) days of delivery of the Request for such Demand Registration, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12- month period. The Company MLP shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the CompanyMLP’s sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.5 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company MLP shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Initiating Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company MLP within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the MLP shall pay all Registration Expenses in connection therewith.

Postponements. The Company and the Trust shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines and the Trust determine in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a material proposed sale of all (transaction affecting or substantially all) of the assets of by the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyTrust, or (ii) if the Company or the Trust is in possession of material information which the board Board of directors Directors of the Company determines or the Trust determine in good faith it is not in the best interests of the Company or the Trust to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and the Trust may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further that the effectiveness period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one two Blackout Period Periods in any 12 month period. The Company and the Trust shall promptly notify the Holders Stockholders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration or an S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company and the Trust to promptly to notify the Holders Stockholders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company and the Trust shall not be required to consult with or obtain the consent of any HolderStockholder, and any such determination shall be the Company’s 's and the Trust's sole responsibility. Each Holder Stockholder shall treat all notices received from the Company and the Trust pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company and the Trust shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statementpursuant to this Section 2.7, the Majority Holders Stockholders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company and the Trust within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities Investors to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have be detrimental to the Company (such as having a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company), or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.8 by delivery of a Blackout Notice (as defined below) within thirty (30) days of delivery of the request for such Demand Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days ten (10) consecutive Trading Days; provided that during any three hundred sixty five (365) day period such period shall not exceed an aggregate of ninety (90) Trading Days; provided, further, that the first day of such period must be at least five (5) Trading Days after the last day of any such prior period (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two (2) Blackout Period Periods in any 12 twelve (12) month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.8 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Required Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board of directors of the Company Board 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 Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement Registration Statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.4 by delivery of a Blackout Notice within thirty (as defined below30) days of delivery of the Request for such Demand Registration, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to , and provided further that the MLP shall not register any normal quarterly blackouts securities for its own account or that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectany other Person during such ninety (90) day period. There shall not be more than one Blackout Period in any 12 12-month period. The Company MLP shall promptly notify the Holders in writing (a “Blackout Notice”) ), of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.4 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the CompanyMLP’s sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.4 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company MLP shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Initiating Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company MLP within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the MLP shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall not be entitled obligated to postpone a Resale Registration file any registration statement, or file any amendment or supplement to any registration statement, and a Demand Registration and may suspend any Holder's rights to require make sales pursuant to any effective registration statement, at any time when the Holders of Registrable Securities to discontinue Company, in the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company determines in good faith and reasonably informed judgment of its Board of Directors, determines that effecting such the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a registration pending 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership Public Offering of the Company's securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The Company shall promptly give the Holders written notice that such determination has been made by the Board of Directors and (iiif known) if an estimate of the anticipated duration of the delay. The filing of a registration statement, or any amendment or supplement thereto, by the Company is in possession cannot be deferred, and any Holder's rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of material information which this Section 6 for more than 15 days after the board abandonment or consummation of directors any of the foregoing proposals or transactions. The Company determines in good faith it is may so defer or suspend the use of any registration statement on not in the best interests of the Company to disclose more than three occasions in a calendar year and for no more than a total of 120 days in a calendar year; provided that, after deferring or suspending the use of any registration statement at such time; providedstatement, however, that the Company may only delay a Resale Registration not again defer or Demand Registration pursuant to this Section 2.7 by delivery suspend the use of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for until a reasonable period of time not to exceed 90 30 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers elapsed after resumption of the Company pursuant to use of the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month periodregistration statement. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement each Holder of the reason for expiration or earlier termination of such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration deferral or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such informationsuspension period. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementsuspends any Holder's rights to make sales pursuant hereto, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal applicable registration period shall be made extended by giving written notice to the Company within 30 number of days after receipt of the Blackout Noticesuch suspension.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Investor Holders of the Registration or, in the event of a Demand Registration requested by the Majority Institutional Investor Holders, the Majority Institutional Investor Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected by such Persons), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a material proposed sale of all (transaction affecting or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of by the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Demand Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand an S-3 Registration and require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further that the effectiveness period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one two Blackout Period Periods in any 12 month period. The Company shall promptly notify the Holders Stockholders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration or an S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders Stockholders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any HolderStockholder, and any such determination shall be the Company’s 's sole responsibility. Each Holder Stockholder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statementpursuant to this Section 2.7, the Majority Holders Stockholders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors 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, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or a Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the Request for such Registration, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 2.5 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand ------------- Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, -------- however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the ------- Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further, that the effectiveness period shall be ---------------- -------- ------- extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") --------------- of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementpursuant to this Section 2.6, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company Parent shall be entitled to postpone a Resale Registration and a Demand (including, for the avoidance of doubt, the filing of the Shelf Registration under Section 2.1(a)) and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board of directors of the Company determines Parent reasonably and in good faith determines that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company Parent or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, Parent or other extraordinary transaction involving Parent or any of its material subsidiaries or divisions or (ii) if the Company Parent is in possession of material information which the board of directors of the Company determines Parent reasonably and in good faith it determines is not in the best interests interest of the Company Parent to disclose in a registration statement at such time; provided, however, that the Company Parent may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.4 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require under Section 2.1 for no longer than 45 days from the Holders date of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days Blackout Notice (or such earlier time as such transaction is consummated consummated, abandoned or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is shall be terminated if, in addition to any normal quarterly blackouts that may apply to directors and officers the case of the Company a deferral pursuant to the Company’s xxxxxxx xxxxxxx policypreceding sentence, then in effectthe proposed transaction is disclosed or terminated. There shall not be more than one two (2) Blackout Period Periods in any 12 twelve (12) month period and not for more than an aggregate of 60 days (provided, however, that, for the initial twelve (12) month period following the date of this Agreement, this number of days will be increased by the number of days less than 30 days following the date of this Agreement in which Parent files the Registration Statement pursuant to Section 2.1, if any) during any twelve (12) month period. The Company Parent shall promptly notify the Electing Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.4 and shall include a general statement of the reason for such postponement, if applicable, an approximation of the anticipated delay and an undertaking by the Company Parent promptly to notify the Electing Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume, which in either case such resumption shall take place no later than 20 calendar days following the consummation or termination of the transaction or disclosure of the material information, as applicable. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder The Electing Holders shall treat all notices received from the Company Parent pursuant to this Section 2.7 constituting material inside information 2.4 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board 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 an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; , provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) public (the “Blackout Period”"BLACKOUT PERIOD"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”"BLACKOUT NOTICE") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.3 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales sale of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.3 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board 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 an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; , provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) public (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.3 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales sale of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.3 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.