Common use of Postponements Clause in Contracts

Postponements. Following delivery of a Form F-3 Demand by DDJ, the Company may postpone for up to forty-five (45) days the filing or effectiveness of a registration statement effected pursuant to this Section if in the good faith judgment of the board of directors of the Company, the filing or effectiveness of a registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to request an unlimited number of Form F-3 Demands. Notwithstanding the foregoing, the Company shall not be obligated to file more than one (1) registration statement on Form F-3 pursuant to this Section 3 in any given six (6) month period.

Postponements. Following delivery of a Form F-3 Demand by DDJa Requesting Holder, the Company may postpone for up to forty-five (45) days the filing or effectiveness of a Form F-3 registration statement effected pursuant to this Section 2 if in the good faith judgment of the board of directors of the Company, the filing or effectiveness of a Form F-3 registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand Demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 1 hereof and DDJ a Requesting Holder shall have the right to request an unlimited number of Form F-3 Demands. Notwithstanding the foregoing, the Company shall not be obligated to file more than one (1) registration statement on Form F-3 pursuant to this Section 3 2 in any given six (6) month period.

Postponements. Following delivery (a) Without limiting any other rights of a Form F-3 Demand by DDJthe Holders under this Agreement, if the Company may postpone for up shall fail to forty-five (45) days file within the filing or effectiveness of a time period specified by this Agreement any registration statement effected to be filed pursuant to this a request for registration under Section if in the good faith judgment of the board of directors of the Company2(a) or 2(i) hereof, the filing or effectiveness of a registration statement or applicable securities laws (Ai) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities Selling Holder whose Registrable Common Stock was to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to withdraw such request an unlimited and (ii) 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 2(a), if applicable. Any withdrawal shall be made by giving written notice to the Company within 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 5(a) hereof (i.e., 20 days after the date that is 90 days after the date of the relevant Initiating Request or Form S-3 Request, or, if, as of such ninetieth day, the Company does not have the audited financial statements required to be included in the registration statement, 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 8(a), the request for registration shall not be counted for purposes of determining the number of Form F-3 Demandsregistrations to which the Holders are entitled pursuant to Section 2(a) hereof. Notwithstanding the foregoing, the The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 8(a). (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s ability to use a prospectus, at any time (but not to exceed one time in any twelve-month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the continuation of the registration process thereof at the time requested would adversely affect a pending or proposed material financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or (ii) the registration statement and any prospectus would, in the Company’s judgment, contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence, (x) in the case of clause (i) above, for more than one ten days after the abandonment or consummation of any of the proposals or transactions set forth in such clause (1i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its judgment, that the registration statement on Form F-3 and any prospectus would contain a material misstatement of fact or (ii) omission as a result of an event that has occurred or is continuing; provided that the Company will use its commercially reasonable efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) as soon as practicable such that the registration statement and prospectus will not contain a material misstatement of fact or omission, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than 120 days after the date of the Board of Directors’ determination; provided that the Company may not suspend any Selling Holder’s ability to use a prospectus pursuant to this Section 3 8(b) (including but not limited to as set forth in Section 5(g)) for more than an aggregate of 120 days in any 365-day period. The Company shall give notice to the Selling Holders that the registration process has been suspended and upon notice duly given six (6pursuant to Section 18(f) month periodhereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. Following delivery of (a) If the Company shall fail to file any registration statement to be filed pursuant to a Form F-3 Demand by DDJrequest for registration under Section 3(a) hereof, the Company may postpone for up to forty-five (45) days the filing or effectiveness of a registration statement effected pursuant to this Section if in the good faith judgment of the board of directors of the Company, the filing or effectiveness of a registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective Holders requesting such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to withdraw the request for registration if such withdrawal shall be made by Holders of Common Stock (excluding Management Holders) holding an unlimited amount of Common Stock such that the Holders (excluding Management Holders) that have not elected to withdraw do not hold the requisite percentage of shares of Common Stock to initiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Company within 20 days after, 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 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Company, or, if, as of such ninetieth day, the Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of Form F-3 Demandsregistrations to which Holders are entitled pursuant to Section 3 hereof. Notwithstanding the foregoing, the The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder's rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time in any twelve-month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or 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. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders' rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than one (1) ten days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 120 days after the date of the Board's determination referenced in the preceding sentence. If the Company suspends the sellers' rights to make sales pursuant hereto, the applicable registration statement on Form F-3 pursuant to this Section 3 in any given six (6) month periodperiod shall be extended by the number of days of such suspension.

Postponements. Following delivery (a) Without limiting any other rights of a Form F-3 Demand by DDJthe Holders under this Agreement, if the Company may postpone for up shall fail to forty-five (45) days the filing or effectiveness of a file any registration statement effected to be filed pursuant to this a request for registration under Section if in the good faith judgment 2(a) or under Section 3(a) hereof, (i) any Holder whose Registrable Table of the board of directors of the Company, the filing or effectiveness of a registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities Contents Common Stock was to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to withdraw such request an unlimited and (ii) the Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the 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 SEC under clause (i) of Section 6(a) hereof (i.e., twenty (20) days after the date that is ninety (90) days after the date of the relevant Initiating Request, or, if, as of such 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 Form F-3 Demandsregistrations to which Holders are entitled pursuant to Section 2(a) or 3(a) hereof, as the case may be. Notwithstanding the foregoing, the The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a). (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s ability to use a prospectus, at any time (but not to exceed one time in any twelve- (12) month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the continuation of the registration process thereof at the time requested would adversely affect a pending or proposed material financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or (ii) the registration statement and any prospectus would, in the Company’s judgment, contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence, (x) in the case of clause (i) above, for more than ten days after the abandonment or consummation of any of the proposals or transactions set forth in such clause (i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its judgment, that the registration statement and any prospectus would contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing; provided that the Company will use commercially reasonable efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) as soon as practicable such that the registration statement and prospectus will not contain a material misstatement of fact or omission, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than one hundred twenty (1120) registration statement on Form F-3 days after the date of the Board of Directors’ determination; provided that the Company may not suspend any Selling Holder’s ability to use a prospectus pursuant to this Section 3 9(b) (including but not limited to as set forth in Section 6(g)) for more than an aggregate of one hundred twenty (120) days in any three hundred sixty five- (365) day period. The Company shall give notice to the Selling Holders that the registration process has been suspended and upon notice duly given six (6Table of Contents pursuant to Section 19(f) month periodhereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. Following delivery (a) Without limiting any other rights of a Form F-3 Demand by DDJthe Holders under this Agreement, if the Company may postpone for up shall fail to forty-five (45) days the filing or effectiveness of a file any registration statement effected to be filed pursuant to this a request for registration under Section if in 2(a) or under Section 3(a) hereof within the good faith judgment of the board of directors of the Companytime limits required hereunder, the filing or effectiveness of a registration statement or applicable securities laws (Ai) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities Holder whose Registrable Common Stock was to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to withdraw such request an unlimited and (ii) the Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the 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., twenty (20) days after the date that is ninety (90) days after the date of the relevant Initiating Request, or, if, as of such 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 Form F-3 Demandsregistrations to which Holders are entitled pursuant to Section 2(a) or 3(a) hereof, as the case may be. Notwithstanding the foregoing, the The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a). (b) The Company shall not be obligated to file more than any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s ability to use a prospectus, at any time (but not to exceed one (1) registration statement on Form F-3 pursuant to this Section 3 time in any given six twelve- (612) month period.) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the continuation of the registration process thereof at the time requested would adversely affect a pending or proposed material financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or (ii) the registration statement and any prospectus would, in the Company’s judgment, contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence,

Postponements. Following delivery (a) If the 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 hereof (whether or not pursuant to Section 9(b)), the Holders requesting such registration shall have the right to withdraw the request for registration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that the Holders that have not elected to withdraw do not hold the requisite percentage or amount of Notes to initiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Issuers within 20 days after, in the case of a Form F-3 Demand by DDJrequest pursuant to Section 3 hereof, the Company may postpone for up to forty-five (45) days the filing or effectiveness of date on which a registration statement effected would otherwise have been required to have been filed with the Commission under clause (A) of Section 6(f)(i) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Issuers, or, if, as of such ninetieth day, the Issuers do not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers from their independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to this Section if 3 hereof. (b) The Issuers shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time in any 12-month period) when either of the Issuers, in the good faith judgment of the board its Board of directors of the CompanyDirectors, reasonably believes that the filing thereof at the time requested, or effectiveness the offering of securities pursuant thereto, would adversely affect a registration statement pending or applicable securities laws (A) proposed Public Offering of such Issuer’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 would reasonably be expected to require the disclosure of material non-public information that, in the good faith judgment of such Issuer’s Board of Directors, individually or in the aggregate, would have a material adverse effect on such Issuer and its subsidiaries taken as a whole. The filing of a registration statement, or any proposed financing amendment or recapitalization supplement thereto, by the Issuers cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the Company preceding sentence for more than 10 days after the abandonment or pending negotiations relating consummation of any of the foregoing proposals or transactions or for more than 90 days after the date of the Board’s determination referenced in the preceding sentence. If any Issuer suspends the sellers’ rights to a mergermake sales pursuant hereto, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and applicable registration period shall be extended by the disclosure same number of days of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to request an unlimited number of Form F-3 Demands. Notwithstanding the foregoing, the Company shall not be obligated to file more than one (1) registration statement on Form F-3 pursuant to this Section 3 in any given six (6) month periodsuspension.

Postponements. Following delivery (a) Without limiting any other rights of a Form F-3 Demand by DDJthe Holders under this Agreement, if the Company may postpone for up shall fail to forty-five (45) days the filing or effectiveness of a file any registration statement effected to be filed pursuant to this a request for registration under Section if in the good faith judgment of the board of directors of the Company2(a) or under Section 3(a) hereof, the filing or effectiveness of a registration statement or applicable securities laws (Ai) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities Holder whose Registrable Common Stock was to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to withdraw such request an unlimited and (ii) the Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the 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., twenty (20) days after the date that is ninety (90) days after the date of the relevant Initiating Request, or, if, as of such 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 Form F-3 Demandsregistrations to which Holders are entitled pursuant to Section 2(a) or 3(a) hereof, as the case may be. Notwithstanding the foregoing, the The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a). (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s ability to use a prospectus, at any time (but not to exceed one time in any twelve- (12) month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the continuation of the registration process thereof at the time requested would adversely affect a pending or proposed material financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or (ii) the registration statement and any prospectus would, in the Company’s judgment, contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence, (x) in the case of clause (i) above, for more than ten days after the abandonment or consummation of any of the proposals or transactions set forth in such clause (i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its judgment, that the registration statement and any prospectus would contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing; provided that the Company will use its reasonable best efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) as soon as practicable such that the registration statement and prospectus will not contain a material misstatement of fact or omission, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than one hundred twenty (1120) registration statement on Form F-3 days after the date of the Board of Directors’ determination; provided that the Company may not suspend any Selling Holder’s ability to use a prospectus pursuant to this Section 3 9(b) (including but not limited to as set forth in Section 6(g)) for more than an aggregate of one hundred twenty (120) days in any three hundred sixty five- (365) day period. The Company shall give notice to the Selling Holders that the registration process has been suspended and upon notice duly given six (6pursuant to Section 20(f) month periodhereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. Following delivery of (a) If the Company shall fail to file any registration statement to be filed pursuant to a Form F-3 Demand by DDJrequest for registration under Section 2(a) hereof, the Company may postpone for up to forty-five (45) days the filing or effectiveness of a registration statement effected pursuant to this Section if in the good faith judgment of the board of directors of the Company, the filing or effectiveness of a registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective Holders requesting such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to withdraw the request for registration if such withdrawal shall be made by Holders holding an unlimited amount of Common Stock such that the Holders that have not elected to withdraw do not hold the requisite percentage of shares of Registrable Common Stock to initiate a request under Section 2(a) hereof. Any such withdrawal shall be made by giving written notice to the Company within 20 days after, in the case of a request pursuant to Section 2(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 5(a) hereof (I.E., 20 days after the date that is 60 days after the conclusion of the period within which requests for registration may be given to the Company, or, if, as of such sixtieth day, the Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of Form F-3 Demandsregistrations to which Holders are entitled pursuant to Section 2 hereof. Notwithstanding the foregoing, the The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any seller's rights to make sales pursuant to any effective registration statement, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or 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. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the sellers' rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than one (1) ten days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 60 days after the date of the Board of Directors' determination referenced in the preceding sentence. If the Company suspends the sellers' rights to make sales pursuant hereto, the applicable registration statement on Form F-3 pursuant to this Section 3 in any given six (6) month periodperiod shall be extended by the number of days of such suspension.

Postponements. Following delivery of a Form F-3 Demand by DDJa Requesting Holder, the Company may postpone for up to forty-five (45) days the filing or effectiveness of a Form F-3 registration statement effected pursuant to this Section 2 if in the good faith judgment of the board of directors of the Company, the filing or effectiveness of a Form F-3 registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand Demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other publiher than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in describ Section 2 1 hereof and DDJ a Requesting Holder shall have the right to request an unlimited number of Form F-3 Demands. Notwithstanding the foregoing, the Company shall not be obligated to file more than one (1) registration statement on Form F-3 pursuant to this Section 3 2 in any given six (6) month period.

Postponements. Following delivery of (a) If the Company shall fail to file any registration statement required to be filed pursuant to a Form F-3 Demand by DDJrequest for registration under Section 2(a) hereof, the Company may postpone for up to forty-five (45) days the filing Initiating Holder or effectiveness of a registration statement effected pursuant to this Section if in the good faith judgment of the board of directors of the Company, the filing or effectiveness of a registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective Initiating Holder Group requesting such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to withdraw the request an unlimited for registration. Any such withdrawal shall be made by giving written notice to the Company within 20 days after the date on which a registration statement would otherwise have been required to have been filed with the Commission under Section 2(a) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Company pursuant to Section 2(a)(ii), or, if, as of such 90th day, the Company does not have the financial statements required to be included in the registration statement, 30 days after the receipt by the Company from its independent public accountants of such financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of Form F-3 Demandsregistrations to which Holders are entitled pursuant to Section 2(a) hereof. Notwithstanding the foregoing, the The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 8. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, at any time when the Company, in the good faith and reasonably informed judgment of its Board of Directors, determines that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or 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. The Company shall promptly give the Selling Holders written notice that such determination has been made by the Board of Directors and (if known) an estimate of the anticipated duration of the delay. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and any Selling Holder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of this Section 8(b) for more than one (1) 15 days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer or suspend the use of any registration statement on Form F-3 not more than three occasions in a calendar year and for no more than a total of 90 days in a calendar year; provided that, after deferring or suspending the use of any registration statement, the Company may not again defer or suspend the use of the registration statement until a period of 30 days has elapsed after resumption of the use of the registration statement. The Company shall promptly notify each Selling Holder of the expiration or earlier termination of such deferral or suspension period. If the Company suspends any Selling Holder’s rights to make sales pursuant to this Section 3 in any given six (6) month periodhereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. Following delivery (a) Without limiting any other rights of a Form F-3 Demand by DDJthe Holders under this Agreement, if the Company may postpone for up shall fail to forty-five (45) days file within the filing or effectiveness of a time period specified by this Agreement any registration statement effected to be filed pursuant to this a request for registration under Section if in the good faith judgment of the board of directors of the Company2(a) or 2(i) hereof, the filing or effectiveness of a registration statement or applicable securities laws (Ai) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities Selling Holder whose Registrable Common Stock was to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be Demand Requests as described in Section 2 hereof and DDJ shall have the right to withdraw such request an unlimited and (ii) 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 2(a), if applicable. Any withdrawal shall be made by giving written notice to the Company within 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 5(a) hereof (i.e., 20 days after the date that is 90 days after the date of the relevant Initiating Request or Form S-3 Request, or, if, as of such ninetieth day, the Company does not have the audited financial statements required to be included in the registration statement, 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 8(a), the request for registration shall not be counted for purposes of determining the number of Form F-3 Demandsregistrations to which the Holders are entitled pursuant to Section 2(a) hereof. Notwithstanding the foregoing, the The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 8(a). (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s ability to use a prospectus, at any time (but not to exceed one time in any twelve-month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the continuation of the registration process thereof at the time requested would adversely affect a pending or proposed material financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or (ii) the registration statement and any prospectus would, in the Company’s judgment, contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence, (x) in the case of clause (i) above, for more than one ten days after the abandonment or consummation of any of the proposals or transactions set forth in such clause (1i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its judgment, that the registration statement on Form F-3 and any prospectus would contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing; provided that the Company will use its commercially reasonable efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) as soon as practicable such that the registration statement and prospectus will not contain a material misstatement of fact or omission, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than 120 days after the date of the Board of Directors’ determination; provided that the Company may not suspend any Selling Holder’s ability to use a prospectus pursuant to this Section 3 8(b) (including but not limited to as set forth in Section 5(g)) for more than an aggregate of 120 days in any 365-day period. The Company shall give notice to the Selling Holders that the registration process has been suspended and upon notice duly given six (6pursuant to Section 18(f) month periodhereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.