Common use of Postponements Clause in Contracts

Postponements. (a) If the Company shall fail to file any registration statement to be filed pursuant to a request for registration under Section 3(a) hereof, the Holders requesting such registration 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 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 registrations to which Holders are entitled pursuant to Section 3 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph.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 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 period shall be extended by the number of days of such suspension.

Postponements. (a) If 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, the Holders requesting (i) any Holder whose Registrable Common Stock was to be included in such registration shall have the right to withdraw such request and (ii) the Holders requesting registration shall have the right to withdraw such request for to file a registration statement if such withdrawal shall be made by Holders of Common Stock (excluding Management Holders) holding an amount of Common Stock such that and only if the Holders (excluding Management Holders) that have not elected to withdraw do not hold beneficially own, in the requisite aggregate, less than the percentage of shares of Registrable Common Stock required to initiate a request under Section 32(a) or under Section 3(a), as the case may be. Any such withdrawal shall be made by giving written notice to the Company within 20 twenty (20) days afterafter 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 (a6(a) hereof (I.E.i.e., 20 twenty (20) days after the date that is 90 ninety (90) days after the conclusion date of the period within which requests for registration may be given to the Companyrelevant 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, 30 thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of such withdrawala 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 Holders are entitled pursuant to Section 3 2(a) or 3(a) hereof, as the case may be. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to any withdrawal described in clauses (i) and (ii) of this paragraphSection 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 rights ’s ability to make sales pursuant to any effective registration statementuse a prospectus, at any time (but not to exceed one time in any twelve-twelve- (12) month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the filing continuation of the registration process thereof at the time requested, or the offering of securities pursuant thereto, requested would adversely affect a pending or proposed Public Offering of the Company's securities, a material financing, financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect theretothereto 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 sentence, (x) in the case of clause (i) above, for more than ten days after the abandonment or consummation of any of the foregoing 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 120 one hundred twenty (120) days after the date of the Board's determination referenced Board of Directors’ determination; provided that the Company may not suspend any Selling Holder’s ability to use a prospectus pursuant to this Section 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 preceding sentenceSelling Holders that the registration process has been suspended and upon notice duly given pursuant to Section 20(f) hereof, 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 sellers' Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. (a) If 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, the Holders requesting (i) any Holder whose Registrable Table of Contents Common Stock was to be included in such registration shall have the right to withdraw the such request for registration if such withdrawal shall be made by Holders of Common Stock and (excluding Management Holdersii) holding an amount of Common Stock such that the Holders (excluding Management 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 do not hold beneficially own, in the requisite aggregate, less than the percentage of shares of Registrable Common Stock required to initiate a request under Section 32(a) or under Section 3(a), as the case may be. Any such withdrawal shall be made by giving written notice to the Company within 20 twenty (20) days afterafter 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 (a6(a) hereof (I.E.i.e., 20 twenty (20) days after the date that is 90 ninety (90) days after the conclusion date of the period within which requests for registration may be given to the Companyrelevant 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, 30 thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of such withdrawala 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 Holders are entitled pursuant to Section 3 2(a) or 3(a) hereof, as the case may be. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to any withdrawal described in clauses (i) and (ii) of this paragraphSection 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 rights ’s ability to make sales pursuant to any effective registration statementuse a prospectus, at any time (but not to exceed one time in any twelve-twelve- (12) month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the filing continuation of the registration process thereof at the time requested, or the offering of securities pursuant thereto, requested would adversely affect a pending or proposed Public Offering of the Company's securities, a material financing, financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect theretothereto 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 sentence, (x) in the case of clause (i) above, for more than ten days after the abandonment or consummation of any of the foregoing 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 120 one hundred twenty (120) days after the date of the Board's determination referenced Board of Directors’ determination; provided that the Company may not suspend any Selling Holder’s ability to use a prospectus pursuant to this Section 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 preceding sentenceSelling Holders that the registration process has been suspended and upon notice duly given Table of Contents pursuant to Section 19(f) hereof, 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 sellers' Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. (a) If 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) hereofhereof within the time limits required hereunder, the Holders requesting (i) any Holder whose Registrable Common Stock was to be included in such registration shall have the right to withdraw such request and (ii) the Holders requesting registration shall have the right to withdraw such request for to file a registration statement if such withdrawal shall be made by Holders of Common Stock (excluding Management Holders) holding an amount of Common Stock such that and only if the Holders (excluding Management Holders) that have not elected to withdraw do not hold beneficially own, in the requisite aggregate, less than the percentage of shares of Registrable Common Stock required to initiate a request under Section 32(a) or under Section 3(a), as the case may be. Any such withdrawal shall be made by giving written notice to the Company within 20 twenty (20) days afterafter 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 (a6(a) hereof (I.E.i.e., 20 twenty (20) days after the date that is 90 ninety (90) days after the conclusion date of the period within which requests for registration may be given to the Companyrelevant 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, 30 thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of such withdrawala 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 Holders are entitled pursuant to Section 3 2(a) or 3(a) hereof, as the case may be. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to any withdrawal described in clauses (i) and (ii) of this paragraphSection 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 rights ’s ability to make sales pursuant to any effective registration statementuse a prospectus, at any time (but not to exceed one time in any twelve-twelve- (12) month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the filing continuation of the registration process thereof at the time requested, or the offering of securities pursuant thereto, requested would adversely affect a pending or proposed Public Offering of the Company's securities, a material financing, financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect theretothereto 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 for more than 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 period shall be extended by the number of days of such suspension.,