Common use of Postponements Clause in Contracts

Postponements. (a) Without limiting any other rights of the Holders under this Agreement, if the Company shall fail to file any registration statement to be filed pursuant to a request for registration under Section 3(a) hereof within the time prescribed therefor, (i) any Selling Holder whose Registrable Common Stock was to be included in such registration shall have the right to withdraw such request and (ii) one or more Selling Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the Selling Holders that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of shares of Registrable Common Stock required to initiate a request under Section 3(a). Any withdrawal shall be made by giving written notice to the Company within twenty (20) days after the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (i) of Section 6(a) hereof (i.e., 20 days after the date that is thirty (30) days after the date of the relevant Initiating Request, or, if, as of such thirtieth (30th) day, the Company does not have the audited financial statements required to be included in the registration statement, thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of a withdrawal described in clause (ii) of this Section 9(a), the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 3(a) hereof. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a).

Postponements. (a) Without limiting any other rights of the Holders under this Agreement, if the Company shall fail to file within the time period specified by this Agreement any registration statement to be filed pursuant to a request for registration under Section 3(a2(a) hereof within the time prescribed thereforor 2(i) hereof, (i) any Selling Holder whose Registrable Common Stock was to be included in such registration shall have the right to withdraw such request and (ii) one or more the Selling Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the Selling Holders that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of shares of Registrable Common Stock required to initiate a request under Section 3(a2(a), if applicable. Any withdrawal shall be made by giving written notice to the Company within twenty (20) 20 days after the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (i) of Section 6(a5(a) hereof (i.e., 20 days after the date that is thirty (30) 90 days after the date of the relevant Initiating Request or Form S-3 Request, or, if, as of such thirtieth (30th) ninetieth day, the Company does not have the audited financial statements required to be included in the registration statement, thirty (30) 30 days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of a withdrawal described in clause (ii) of this Section 9(a8(a), the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 3(a2(a) hereof. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a8(a).

Postponements. (a) Without limiting any other rights of the Holders under this Agreement, if the Company shall fail to file any registration statement to be filed pursuant to a request for registration under Section 2(a) or under Section 3(a) hereof within the time prescribed thereforlimits required hereunder, (i) any Selling Holder whose Registrable Common Stock was to be included in such registration shall have the right to withdraw such request and (ii) one or more Selling the Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the Selling Holders (excluding Management Holders) that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of shares of Registrable Common Stock required to initiate a request under Section 2(a) or under Section 3(a), as the case may be. Any withdrawal shall be made by giving written notice to the Company within twenty (20) days after the Shelf Filing Date (or, if, as of such date, the Company does not have the audited financial statements required to be included in the registration statement, thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements), or, in the case of a request pursuant to Section 3(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (i) of Section 6(a) hereof (i.e., 20 twenty (20) days after the date that is thirty ninety (3090) days after the date of the relevant Initiating Request, or, if, as of such thirtieth (30th) ninetieth day, the Company does not have the audited financial statements required to be included in the registration statement, thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of a withdrawal described in clause (ii) of this Section 9(a), the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 2(a) or 3(a) hereof, as the case may be. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a).

Postponements. (a) Without limiting any other rights of the Holders under this Agreement, if the Company shall fail to file any registration statement to be filed pursuant to a request for registration under Section 2(a) or under Section 3(a) hereof within the time prescribed thereforhereof, (i) any Selling Holder whose Registrable Common Stock was to be included in such registration shall have the right to withdraw such request and (ii) one or more Selling the Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the Selling Holders (excluding Management Holders) that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of shares of Registrable Common Stock required to initiate a request under Section 2(a) or under Section 3(a), as the case may be. Any withdrawal shall be made by giving written notice to the Company within twenty (20) days after the Shelf Filing Date, or, in the case of a request pursuant to Section 3(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (i) of Section 6(a) hereof (i.e., 20 twenty (20) days after the date that is thirty ninety (3090) days after the date of the relevant Initiating Request, or, if, as of such thirtieth (30th) ninetieth day, the Company does not have the audited financial statements required to be included in the registration statement, thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of a withdrawal described in clause (ii) of this Section 9(a), the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 2(a) or 3(a) hereof, as the case may be. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a).

Postponements. (a) Without limiting any other rights of If the Holders under this Agreement, if the Company Issuers shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement to be filed pursuant to a request for registration under Section 3(a) 3 hereof within (whether or not pursuant to Section 9(b)), the time prescribed therefor, (i) any Selling Holder whose Registrable Common Stock was to be included in Holders requesting such registration shall have the right to withdraw the request for registration if such request and (ii) one or more Selling withdrawal shall be made by Holders requesting registration shall have of Notes holding an aggregate principal amount of Notes such that the right to withdraw such request to file a registration statement if and only if the Selling Holders that have not elected to withdraw beneficially own, in do not hold the aggregate, less than the requisite percentage or amount of shares of Registrable Common Stock required Notes to initiate a request under Section 3(a)3. Any such withdrawal shall be made by giving written notice to the Company Issuers within twenty (20) 20 days after after, in the case of a request pursuant to Section 3 hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (iA) of Section 6(a6(f)(i) hereof (i.e., 20 days after the date that is thirty (30) 90 days after the date conclusion of the relevant Initiating Requestperiod within which requests for registration may be given to the Issuers, or, if, as of such thirtieth (30th) ninetieth day, the Company does Issuers do not have the audited financial statements required to be included in the registration statement, thirty (30) 30 days after the receipt by the Company Issuers from its their independent public accountants of such audited financial statements). In the event of a withdrawal described in clause (ii) of this Section 9(a)such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 3(a) 3 hereof. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a).

Postponements. (a) Without limiting any other rights of the Holders under this Agreement, if the Company shall fail to file any registration statement to be filed pursuant to a request for registration under Section 2(a) or under Section 3(a) hereof within the time prescribed thereforhereof, (i) any Selling Holder whose Registrable Table of Contents Common Stock was to be included in such registration shall have the right to withdraw such request and (ii) one or more Selling the Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the Selling Holders that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of shares of Registrable Common Stock required to initiate a request under Section 2(a) or under Section 3(a), as the case may be. Any withdrawal shall be made by giving written notice to the Company within twenty (20) days after the Shelf Filing Date, or, in the case of a request pursuant to Section 3(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission SEC under clause (i) of Section 6(a) hereof (i.e., 20 twenty (20) days after the date that is thirty ninety (3090) days after the date of the relevant Initiating Request, or, if, as of such thirtieth (30th) ninetieth day, the Company does not have the audited financial statements required to be included in the registration statement, thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of a withdrawal described in clause (ii) of this Section 9(a), the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 2(a) or 3(a) hereof, as the case may be. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a).