Common use of Requested Registration Clause in Contracts

Requested Registration. (a) At any time after nine months from the Closing Date, in case the Company shall receive from an Initiating Holder a written request that the Company effect any registration with respect to all, and not less than all, of the Registrable Securities, the Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable use its best efforts to register (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with federal government requirements) the sale and distribution of the Registrable Securities as specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders as are specified in a written request given within ten (10) business days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 4.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or (B) After the Company has effected one (1) such registration pursuant to this Section 4.2 and such registration has been declared or ordered effective and the sales of such Registrable Securities shall have closed. Subject to the foregoing clauses (A) and (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as is practicable after receipt of the request or requests of the Initiating Holder(s); provided, however, that if the Company shall furnish to such Holder(s) a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore appropriate to defer the filing of such registration statement, provided that during such time the Company shall be permitted to defer for not more than ninety (90) days the filing of such registration statement; provided that the Company may not utilize this right more than once in any twelve (12) month period.

Requested Registration. (a) At Subject to the terms hereof (and except as otherwise provided in Section 2.11), at any time and from time to time after nine months from the Closing Datesecond ------------ anniversary of the date of this Agreement, in case the Company shall receive from an Initiating Holder Holder(s) may make a written request (the "Request") that Parent register under the Company effect Securities Act on Form S-3 (or if Parent is not eligible to use Form S-3, then Form S-1 or Form S-2), or any registration with respect to allsimilar form then in effect, and not less than all, all or any portion of the Registrable Securities, Securities held by the Company shall: Holders (a "Demand Registration"). The Request shall (i) promptly specify the number of shares of Registrable Securities intended to be offered and sold (which amount shall be no less than Two Million Five Hundred Thousand (2,500,000) shares of Common Stock), (ii) express the present intention of the Holders participating in such request to offer or cause the offering of such Registrable Securities for distribution, and (iii) describe the nature or method of the proposed offer and sale thereof. Within ten (10) Business Days after receipt of the Request, Parent will give written notice of the proposed registration receipt thereof (the "Notice") to all other Holders; and the Holders who did not participate in the Request. Parent shall include in any Demand Registration all Registrable Securities with respect to which Parent has received written requests for the inclusion therein within ten (10) Business Days after the delivery by Parent of the Notice. Each such request for inclusion of Registrable Securities shall (i) specify the number of shares of Registrable Securities intended to be offered and sold and (ii) contain the undertaking of the Holder to provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Demand Registration. (b) As soon as practicable after receipt of a Request, Parent shall use its best all reasonable efforts to register promptly effect such Demand Registration (including, without limitation, the execution of an undertaking to file filing post-effective amendments, appropriate qualifications under applicable blue sky laws or other state securities lawscompliance). (c) Notwithstanding the foregoing, and appropriate compliance with federal government requirements(i) the sale and distribution of the Registrable Securities as specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders as are specified in a written request given within ten (10) business days after receipt of such written notice from the Company; provided that the Company Parent shall not be obligated to effect, or take cause any action special audit to effect, be undertaken in connection with any such registration pursuant Demand Registration and (ii) Parent shall be entitled to this Section 4.2: postpone for a reasonable period of time the filing of any Demand Registration otherwise required to be prepared and filed by it (A) In any particular jurisdiction in which to the Company would be required extent necessary to execute a general consent prepare the financial statements of Parent for the fiscal period most recently ended prior to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderRequest; or (B) After if filing a Demand Registration would materially adversely affect (including, without limitation, through the Company has effected one (1) such registration pursuant to this Section 4.2 and such registration has been declared or ordered effective and the sales of such Registrable Securities shall have closed. Subject to the foregoing clauses (A) and (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as is practicable after receipt of the request or requests of the Initiating Holder(s); provided, however, that if the Company shall furnish to such Holder(spremature disclosure thereof) a certificate signed by proposed financing, reorganization, recapitalization, merger, consolidation or similar transaction; or (C) if Parent notifies the President of Holders participating in the Company stating Request that in the good faith judgment of the Board of Directors it of Parent, such registration would be seriously detrimental to Parent, and the Company and its shareholders for such registration statement to be filed and it is therefore appropriate Board of Directors of Parent has concluded to defer the filing of such registration statement; provided, provided however, that during such time in the Company event of a delay pursuant to clause (B), Parent shall not be permitted entitled to defer delay the filing for not more than ninety (90) days and in the event of a delay pursuant to clause (C), Parent shall not be entitled to delay the filing of such registration statement; provided that the Company may not utilize this right for more than once in one hundred eighty (180) days. (d) Parent shall be obligated to register Registrable Securities for the Holders pursuant to this Section 2.1 on two occasions only. ----------- (e) Notwithstanding any twelve request for a Demand Registration, Parent, at its sole option, may initiate a registration for Common Stock for its own account relating to an Underwritten Public Offering. In such event, any outstanding request by the Holders for a Demand Registration shall immediately be converted into a right to sell Registrable Securities pursuant to and subject to Section 2.2 hereof and shall not be considered a ----------- Demand Registration. (12f) month periodFor purposes of this Section 2.1, Parent shall be entitled to ----------- accept as a valid Request from the Holders a Request from Newco (or from ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ if Newco no longer exists or ceases to be controlled by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, or from the person designated by the Holders of a majority of the Registrable Securities then outstanding if ▇▇. ▇▇▇▇▇ Duchossois is unable or unwilling to so serve).

Requested Registration. (a) At any such time after nine months from as the Closing DatePurchaser's obligations to register shares set forth in that certain registration rights agreement dated as of July 31, in case 1996 between the Company shall receive from an Initiating Holder Purchaser and Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., Winston Partners II LDC and Winston Partners II LLC (collectively, the "▇▇▇▇▇▇▇▇▇ Group") have terminated (the "Prior Agreement"), or the Purchaser ---------------- --------------- otherwise amends, or obtains a waiver of, the Prior Agreement which permits the granting of registration rights upon the request of the Stockholder, which the Purchaser hereby agrees to use its commercially reasonable efforts to secure on behalf of the Stockholder, upon the written request that (the Company effect any registration with respect to all, and not less than all, "Request") of the Registrable Securities------- Stockholder, the Company shall: Purchaser shall cause to be filed under the Securities Act a registration statement on such form as selected by the Stockholder (i) promptly give written notice with the approval of the proposed registration to all other Holders; and (iiPurchaser, which shall not be unreasonably withheld) as soon as practicable use its best efforts to register (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with federal government requirements) the sale and distribution of the Registrable Securities as specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders as are specified in a written request given within ten (10) business days after receipt of such written notice from so requested by the Company; provided that Stockholder, and the Company Purchaser shall not be obligated take reasonable actions to effect, or take any action as soon as practicable, subject to effectthe reasonable cooperation of the Stockholder, any such within 120 days after the Request is received from the Stockholders, the registration under the Securities Act, of the Registrable Securities which the Purchaser has been so requested to register by the Stockholder. Whenever the Purchaser shall effect a registration pursuant to this Section 4.2: (A9.2(a) In any particular jurisdiction which is an underwritten public offering by the Stockholder of Registrable Securities, holders of securities of the Purchaser who have "piggyback" registration rights may include all or a portion of such securities in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification offering or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or (B) After the Company has effected one (1) such registration pursuant to this Section 4.2 and such registration has been declared or ordered effective and the sales of such Registrable Securities shall have closed. Subject to the foregoing clauses (A) and (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as is practicable after receipt of the request or requests of the Initiating Holder(s)sale; provided, however, that if the Company managing underwriter of any such public offering shall furnish inform the Purchaser by letter of its belief that the number or type of securities of the Purchaser requested by holders of the securities of the Purchaser other than the Stockholder to be included in such Holder(s) a certificate signed registration would materially and adversely affect the underwritten public offering, then the Purchaser shall include in such registration, to the extent of the number and type of securities which the Purchaser is so advised can be sold in such Public Offering, first, all of the Registrable Securities specified by the President Stockholder in the Request and second, for each holder of the Company stating that in Purchaser's securities other than the good faith judgment Stockholder, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the Board securities of Directors it would be detrimental the Purchaser that such holder proposes to the Company and its shareholders for include in such registration statement by (ii) the total number of securities proposed to be filed and it is therefore appropriate to defer the filing of included in such registration statement, provided that during such time by all holders other than the Company shall be permitted to defer for not more than ninety (90) days the filing of such registration statement; provided that the Company may not utilize this right more than once in any twelve (12) month periodStockholder.

Requested Registration. (a) At any time after nine months from the Closing Date, in In case the Company shall receive from an any Initiating Holder a written request that the Company effect any registration registration, qualification or compliance with respect to all, and not less than all, an underwritten offering of the Registrable Securities, the Company shallwill: (i) promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) use its commercially reasonable efforts to file, as soon as practicable use its best efforts to register practicable, such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with federal government requirementsapplicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all of the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within ten fifteen (1015) business days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 4.21.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; orAct; (B) After during the Company has effected one (1) such registration pursuant to this Section 4.2 and such registration has been declared or ordered effective and the sales of such Registrable Securities shall have closed. Subject to the foregoing clauses (A) and (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as is practicable after receipt of the request or requests of the Initiating Holder(s); provided, however, that if the Company shall furnish to such Holder(s) a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore appropriate to defer the filing of such registration statement, provided that during such time the Company shall be permitted to defer for not more than ninety (90) days immediately following the filing effective date of the registration statement initiated by the Company; (C) if (i) an investment banking firm of recognized national standing shall advise the Company and the Holders in writing that effecting the registration would materially and adversely affect an offering of the securities of the Company the preparation of which has then been commenced; or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such registration statement; notice the Company believes would not be in the best interest of the Company, provided that the Company’s obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days, and provided, further, that the Company may shall not utilize exercise its right under this right clause to defer such obligation more than once in any twelve (12) month period; (D) after the Company has effected three such registrations pursuant to this Section 1.2(a), such registrations have been declared or ordered effective and all of the Registrable Securities requested by the Initiating Holders to be registered have been sold.

Requested Registration. After the expiration of the "Pooling Period" (a) At any time after nine months from as defined in the Closing DateMerger Agreement), if the Shareholders shall decide, individually or collectively, to sell or otherwise dispose of Registrable Securities then owned by them and having a market value, in case the Company shall receive from an Initiating Holder a written request that the Company effect any registration aggregate, of no more than Fifteen Million and No/100 Dollars ($15,000,000) with respect to alleach Shareholder (a "Disposition"), NOVA shall, consistent with the terms and conditions of this Section 1.1, use its reasonable best efforts to comply with, and not less than allrender reasonable assistance with respect to, of reasonable requests made by the Registrable SecuritiesShareholders in connection with, and as appropriate to effectuate, such Disposition. NOVA's efforts in this regard would include, if reasonably requested by the Company shall: Shareholders, (i) promptly give written notice assisting the Shareholders in effectuating the Disposition by way of the proposed registration to all other Holders; and a "private placement," or (ii) as soon as practicable use its best efforts to register preparing and filing one registration statement (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications a "Registration Statement") under applicable blue sky or other state securities laws, and appropriate compliance with federal government requirements) the sale and distribution of the Registrable Securities as specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders as are specified in a written request given within ten (10) business days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 4.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or (B) After the Company has effected one (1) such registration pursuant to this Section 4.2 and such registration has been declared or ordered effective and the sales of such registering Registrable Securities in connection with the Disposition. To the extent a Disposition is effectuated through a Registration Statement, NOVA shall have closed. Subject bear all of the costs and expenses relating to the foregoing clauses (A) Registration Statement or the Private Placement Memorandum, as the case may be, including but not limited to registration, filing and (B), qualification fees in the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as is practicable after receipt instance of the request or requests Registration Statement, blue-sky expenses, printing expenses, reasonable fees and disbursements of the Initiating Holder(scounsel to NOVA, and accounting fees ("Costs and Expenses"); provided, however, that if the Company shall furnish to such Holder(s) a certificate signed underwriting discounts and commissions will be borne pro rata by the President Shareholders. The parties hereto acknowledge and agree that the rights and obligations hereunder with respect to a Disposition shall be conditioned upon such Disposition not having or causing a material adverse impact or effect on (aa) NOVA, (bb) the market perception of NOVA, or (cc) NOVA's financing needs or plans or prospects in connection with financing, the Company stating that determination with respect to each of "(aa)," "(bb)," and "(cc)" to be made by NOVA in the good faith judgment and with reasonableness in active consultation with the Shareholders and the investment banking and other financial advisors of each of NOVA and the Board of Directors it would be detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore appropriate to defer the filing of such registration statement, provided that during such time the Company shall be permitted to defer for not more than ninety Shareholders (90) days the filing of such registration statement; provided that the Company may not utilize this right more than once in any twelve (12) month periodas applicable).

Requested Registration. (a) At any time after nine months from the Closing Date, in In case the Company shall receive from an any Initiating Holder a written request that the Company effect any registration registration, qualification or compliance with respect to all, and not less than all, an underwritten offering of the Registrable Securities, the Company shallwill: (i) promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) use its commercially reasonable efforts to file, as soon as practicable use its best efforts to register practicable, such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with federal government requirementsapplicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all of the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within ten fifteen (1015) business days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 4.21.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; orAct; (B) After during the Company has effected one (1) such registration pursuant to this Section 4.2 and such registration has been declared or ordered effective and the sales of such Registrable Securities shall have closed. Subject to the foregoing clauses (A) and (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as is practicable after receipt of the request or requests of the Initiating Holder(s); provided, however, that if the Company shall furnish to such Holder(s) a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore appropriate to defer the filing of such registration statement, provided that during such time the Company shall be permitted to defer for not more than ninety (90) days immediately following the filing effective date of the registration statement initiated by the Company; (C) if (i) an investment banking firm of recognized national standing shall advise the Company and the Holders in writing that effecting the registration would materially and adversely affect an offering of the securities of the Company the preparation of which has then been commenced; or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such registration statement; notice the Company believes would not be in the best interest of the Company, provided that the Company's obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days, and provided, further, that the Company may shall not utilize exercise its right under this right clause to defer such obligation more than once in any twelve (12) month period; (D) after the Company has effected two such registrations pursuant to this Section 1.2(a), such registrations have been declared or ordered effective and all of the Registrable Securities requested by the Initiating Holders to be registered have been sold.

Requested Registration. (a) At any time after nine months from the Closing Date, in case ninetieth (90th) day following the date of this Agreement and at such time as the Company shall receive from an Initiating Holder a written can register its Common Stock on Form S-3 or any successor form of registration statement, Shareholder may make one request that to the Company effect to register all or any registration portion of Shareholder's Registrable Shares under the Securities Act in accordance with respect to all, and not less than all, of the Registrable Securities, the this Section 3. 1. The Company shall: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable shall use its reasonable best efforts to register cause the prompt registration of all Registrable Shares requested to be registered, and in connection therewith shall prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a registration statement under the Securities Act to effect such registration (including, without limitation, including the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with federal government requirementsapplicable regulations issued under the Securities Act). (b) Notwithstanding anything in this Section 3.1 to the sale and distribution of the Registrable Securities as specified in such requestcontrary, together with all or such portion of the Registrable Securities of any other Holder or Holders as are specified in a written request given within ten (10) business days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effecteffect any such registration, or take other specified actions with respect to, or cooperate in any action to effectoffering of, any such registration Registrable Shares upon the request of Shareholder pursuant to this Section 4.23.1: (A1) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderAct; (2) within 180 days immediately following the effective date of any registration of the Common Stock; or (B3) After after the Company has effected one (1) such registration pursuant to this Section 4.2 and such registration 3.1 that has been declared or ordered effective effective. (c) The request by Shareholder for registration of Registrable Shares pursuant to this Section 3.1 shall: (1) specify the number of Registrable Shares which Shareholder intends to offer and sell; (2) express the sales intention of Shareholder to offer or cause the offering of such Registrable Securities shall have closed. Subject Shares; (3) describe the nature or method of the proposed offer and sale thereof; (4) contain the undertaking of Shareholder to provide all such information regarding its holdings and the foregoing clauses proposed manner of distribution thereof as may be required (Ai) to permit the Company to comply with all applicable laws and regulations, all requirements of the Commission and any other regulatory or self-regulatory body, any other body having jurisdiction, and any securities exchange on which the Registrable Shares are to be listed, and (B)ii) to obtain acceleration of the effective date of any registration statement filed in connection therewith; and (5) in the case of an underwritten public offering, specify the managing underwriter or underwriters of such Registrable Shares, which shall be selected by the Company. (d) If at the time of the request to register the Registrable Shares the Company notifies Shareholder, within ten (10) days of Shareholder's request, that the Company is engaged or has fixed plans to engage within thirty (30) days of the time of the request in an underwritten public offering of securities for the Company's own account and the Company determines in good faith that such offering would be materially adversely affected by the registration so requested, the Company shall file may delay filing a registration statement covering and may withhold efforts to cause the Registrable Securities so requested registration statement to be registered as soon as is practicable after receipt of the request or requests of the Initiating Holder(s)become effective; provided, however, that the Company shall only be entitled to postpone for a reasonable period of time, not to exceed ninety (90) days, the filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this Section 3.1. In addition, notwithstanding anything herein to the contrary, the Company may delay filing a registration statement and may withhold efforts to cause the registration statement to become effective, if the Company shall furnish to determines in good faith that such Holder(sregistration might (i) a certificate signed interfere with or affect the negotiation or completion of any transaction that is being contemplated by the President Company at the time the right to delay is exercised or (ii) involve initial or continuing disclosure obligations that might not be in the best interests of the Company's shareholders. (e) If, after a registration statement becomes effective, the Company stating advises Shareholder that the Company considers it appropriate for the registration statement to be amended, Shareholder shall suspend any further sales of its registered shares until the Company advises it that the registration statement has been amended. The Company shall keep the Registration Statement issued pursuant to this Section 3.1 effective until the earlier of (i) two years from the date of issuance of the Registrable Shares to Shareholder or (ii) the date on which the Shareholder no longer owns any of the Registrable Shares it requested to be registered pursuant to this Section 3.1. Shareholder shall have no obligation to sell any of the Registrable Shares he requested to be registered pursuant to this Section 3.1. (f) If Shareholder intends to distribute the Registrable Shares, which are covered by its request for registration pursuant to this Section 3.1, by means of an underwriting, Shareholder shall so advise the Company as a part of its request. The Company shall, together with Shareholder, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 3.1, if the managing underwriter or underwriters determine that the underwriting would be materially adversely affected by inclusion in such underwriting of all of the Registrable Shares requested by Shareholder and so advises Shareholder in writing, then Shareholder shall reduce accordingly the number of Registrable Shares that will be included in the good faith judgment registration and underwriting. No Registrable Shares excluded from the underwriting by reason of the Board managing underwriter's or underwriters' marketing or other limitations shall be included in such registration. Should Shareholder disapprove of Directors it would be detrimental the terms of the underwriting, Shareholder may elect to withdraw therefrom by written notice to the Company and its shareholders for such registration statement the managing underwriter or underwriters. (g) If the managing underwriter or underwriters have not limited the number of Registrable Shares to be filed and it is therefore appropriate to defer the filing of such registration statementunderwritten, provided that during such time the Company shall be permitted to defer for not more than ninety (90) days the filing of such registration statement; provided that the Company may include securities for its own account in such registration if the managing underwriter or underwriters so agree and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not utilize this right more than once in any twelve (12) month periodthereby be limited.