Common use of Restrictions on Demand Registrations Clause in Contracts

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, for a period of at least 180 longer than one hundred eighty (180) days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of after the effective date of (A) a “firm commitment” underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised all Stockholders were given “piggyback” rights pursuant to Section 3.02 2.2 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, each such Investor Stockholder exercising such piggyback rights was permitted to include in such registration at least twentyseventy-five percent (2575%) of the Registrable Securities that such Investor and its Affiliates Stockholder sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investorall Stockholders) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 2.3 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated may (ia) in postpone the case of a Demand Registration, to maintain filing or the effectiveness of a registration statement Registration Statement requested by the Shareholder or of a supplement or amendment thereto during the regular quarterly period during which directors and executive officers of the Company are not permitted to trade under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days xxxxxxx xxxxxxx policy of the effective Company then in effect until the expiration of such quarterly period (but in no event later than two (2) Business Days after the date of the Company’s quarterly earnings announcement) and (Ab) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) calendar days the filing or the effectiveness of a registration statement in respect Registration Statement or of a Demand (but no more than once in any period of twelve (12) consecutive months) supplement or amendment thereto if the Board of Directors determines in good faith and in its reasonable judgment that effecting the such Demand Registration in respect of such Demand or Shelf Registration, as the case may be, would (i) reasonably be expected to materially impede, delay, interfere with or otherwise have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets (other than in the ordinary course of business) or any ), merger, consolidation, tender offer, financing or any other similar material business transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company or any of its Subsidiaries or (ii) require disclosure of information that has not been, and is otherwise not required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company (any such period in either clause (a) or (b) to be referred to as a “Blackout Period”). The postponement rights in clause (b) of the filing or effectiveness first sentence of this Section 5.2 shall not be applicable to the Shareholder for more than a registration statement total of ninety (90) calendar days during any period of twelve (12) consecutive months. The postponement rights in respect clause (b) of the first sentence of this Section 5.2 and the holdback obligation in Section 5.10 shall not be applicable to the Shareholder for more than a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereoftotal of one hundred eighty (180) calendar days during any period of twelve (12) consecutive months.

Restrictions on Demand Registrations. The Except as otherwise provided in this Section 6.1(d), the Company shall be obligated to effect six Demand Registrations pursuant to a THL Demand Right and two Demand Registrations pursuant to a RGHI Demand Right. Any Demand Registration requested must be for a firmly underwritten public offering of Registrable Securities with an expected value of at least $25 million to be managed by an underwriter or underwriters of recognized national standing selected by the Requesting THL Holders or RGHI, as applicable, and reasonably acceptable to the Company. If, after a request is made, the Company has determined in good faith that the filing of a registration request would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential relating to a pending transaction, the Company shall not be obligated to effect the registration until the earlier of (iA) the date upon which such material information is disclosed to the public or is no longer material or (B) 120 days after the Company first makes such good faith determination. If the Company shall furnish to the Requesting THL Holders or RGHI, as applicable, a certificate signed by the Chief Executive Officer of the Company stating that in the case good faith judgment of a the Board, it would be seriously detrimental to the Company and its Securityholders for such Demand RegistrationRegistration to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to maintain the effectiveness of a registration statement under the Securities Act defer taking action with respect to such filing for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within not more than one hundred eighty (180) days after receipt of the effective date of (A) a registration in which such InvestorRegistration Request by the Requesting THL Holders or RGHI, on its own behalf or on behalf of any of its Affiliatesas applicable; provided, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided thathowever, that the Company may not utilize this right more than once with respect to such a registration in which such piggyback rights were exercisedTHL Demand Right or RGHI Demand Right, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereofas applicable.

Restrictions on Demand Registrations. The Company shall not be obligated to (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, filed pursuant to a Demand Registration, for a period of at least 180 days orlonger than forty-five (45) days, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) within six (6) months of a "firm commitment" underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “all Affiliated Shareholders were given "piggyback” " rights pursuant to Section 3.02 2.2 hereof (provided that, with respect and at least 50% of the number of Registrable Securities requested by such Affiliated Shareholders to such a registration in which such piggyback rights were exercised, such Investor was permitted to include be included in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or were included, (B) within six (6) months of any other Demand Registration, or (C) if, in the Company's reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited financial statements. In addition, the Company shall be entitled to postpone (upon written notice to each Investorall Affiliated Shareholders) for up to ninety one hundred twenty (90120) days the filing or the effectiveness of a registration statement in respect of for a Demand Registration (but no more than once twice in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration or the disclosure of material, non-public information in respect of such Demand connection therewith would have a material adverse effect affect on the Company or on any proposal or plan by the Company or any of its subsidiaries to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any assets, merger, consolidation, tender offer, offer or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect for a Demand Registration, the holders of a Demand, the majority of Registrable Securities held for all Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 2.3 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registrations (i) in within twelve (12) months after the case effective date of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such previous Demand Registration are sold; or (ii) prior to effect any Demand Registration requested by an Investor within one hundred eighty (180) days after the time the Company makes an initial offering of Common Stock to the public pursuant to an effective date of (A) a registration in which such Investor, on its own behalf statement under the Securities Act. The Company may delay the filing or on behalf effectiveness of any Demand Registration statement for a period of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to not less than ninety (90) days and not to exceed one hundred fifty (150) days after the date of a request for registration pursuant to this Section 5.1 if (i) at the time of such request the Company is engaged, or has fixed plans to engage within sixty (60) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Restricted Securities may include Registrable Securities pursuant to Section 5.2 below, or (ii) the Company shall furnish to the holders requesting registration pursuant to this Section 5.1 a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, and with the concurrence of the investment banker, if any, that is currently being retained by the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing or the effectiveness of a such registration statement (provided that the Company may not utilize the deferral rights set forth in respect of a Demand (but no this Section 5.1(e) more than once in any period of twelve (12) consecutive months) if the Board determines in good faith month period and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by event the Company to engage in any debt or equity offeringdoes utilize such right, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company holders of the filing or effectiveness of a Restricted Securities requesting such registration statement in respect of a Demand, the Demanding Investor shall have the right will be entitled to withdraw such Demand request and, if such request is withdrawn, such registration will not count as a registration pursuant to this Section 5.1 and the holders of the Restricted Securities requesting such registration shall have no obligation to reimburse the Company for the Company's expenses in accordance connection with Section 3.03 hereofsuch rescinded registration).

Restrictions on Demand Registrations. The Company shall not be obligated (i) to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration in the case of a Demand Registration, to maintain Long-Form Registration and 90 days after the effectiveness effective date of a registration statement under the Securities Act for a period of at least 180 days or, previous Demand Registration in the case of a registration statement registering securities pursuant Short-Form Registration. The Company may postpone for up to Rule 415 under 60 days (which period may be extended by the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by Company for an Investor within one hundred eighty (180) additional 60 days with the consent of the effective date holders of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) majority of the Registrable Securities that to be included in such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall such consent not to be entitled to postpone (upon written notice to each Investorunreasonably withheld) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of for a Demand (but no more than once in any period of twelve (12) consecutive months) Registration if the Company’s Board determines in its reasonable good faith and in its reasonable judgment that effecting the such Demand Registration in respect of such Demand would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets or stock (other than in the ordinary course of business) or any merger, consolidation, tender offer, recapitalization, reorganization or other similar transaction or otherwise require the Company to disclose any material nonpublic information which would reasonably be materially likely to be detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement and its Subsidiaries; provided that in respect of a Demandsuch event, the Demanding Investor holders of Registrable Securities initially requesting such Demand Registration shall have the right be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in accordance connection with Section 3.03 hereofsuch registration. The Company may delay a Demand Registration hereunder for a maximum of 120 days in any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of after the effective date of (A) a “firm commitment” underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised all Stockholders were given “piggyback” rights pursuant to Section 3.02 2.2 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, each Founder Entity exercising such Investor piggyback rights was permitted to include in such registration at least twentyseventy-five percent (2575%) of the Registrable Securities that such Investor and its Affiliates Founder Entity sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investorall Stockholders) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would (i) have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or (ii) require disclosure of information not otherwise then required to be disclosed and that such disclosure would be materially detrimental to adversely affect any material business opportunity, transaction or negotiation then contemplated by the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 2.3 hereof.

Restrictions on Demand Registrations. The Except as otherwise provided in this Section 3.1(d), the Company shall be obligated to effect six Demand Registrations pursuant to a THL Demand Right and two Demand Registrations pursuant to a RGHI Demand Right. Any Demand Registration requested must be for a firmly underwritten public offering of Registrable Securities with an expected value of at least $25 million to be managed by an underwriter or underwriters of recognized national standing selected by the Requesting THL Holders or RGHI, as applicable, and reasonably acceptable to the Company. If, after a request is made, the Company has determined in good faith that the filing of a registration request would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential relating to a pending transaction, the Company shall not be obligated to effect the registration until the earlier of (iA) the date upon which such material information is disclosed to the public or is no longer material or (B) 120 days after the Company first makes such good faith determination. If the Company shall furnish to the Requesting THL Holders or RGHI, as applicable, a certificate signed by the Chief Executive Officer of the Company stating that in the case good faith judgment of a Demand Registrationthe Board, to maintain the effectiveness filing of a registration statement under in connection with such Demand Registration would be seriously detrimental to the Securities Act Company and its stockholders and that it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within not more than one hundred eighty (180) days after receipt of the effective date of (A) a registration in which such InvestorRegistration Request by the Requesting THL Holders or RGHI, on its own behalf or on behalf of any of its Affiliatesas applicable; provided, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided thathowever, that the Company may not utilize this right more than once with respect to such a registration in which such piggyback rights were exercisedTHL Demand Right or RGHI Demand Right, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereofas applicable.

Restrictions on Demand Registrations. The Company Offeror shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, for a period of at least 180 longer than one hundred eighty (180) days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of after the effective date of (A) a “firm commitment” underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised all Members were given “piggyback” rights pursuant to Section 3.02 9.2 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, each such Investor Member exercising such piggyback rights was permitted to include in such registration at least twentyseventy-five percent (2575%) of the Registrable Securities that such Investor and its Affiliates Member sought to include therein) or (B) any other Demand Registration. In addition, the Company Offeror shall be entitled to postpone (upon written notice to each Investorall Members) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material be materially adverse effect on to any proposal or plan by the Company Offeror to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company Offeror of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 9.3 hereof.. 77

Restrictions on Demand Registrations. The Company shall not be obligated to (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, filed pursuant to a Demand Registration, for a period of at least 180 days orlonger than sixty (60) days, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) within six (6) months of a "firm commitment" underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “all Affiliated Stockholders were given "piggyback” " rights pursuant to Section 3.02 1.2 hereof (provided that, with respect and at least 50% of the number of Registrable Securities requested by such Affiliated Stockholders to such a registration in which such piggyback rights were exercised, such Investor was permitted to include be included in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or were included, (B) within six (6) months of any other Demand Registration, or (C) if, in the Company's reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited financial statements. In addition, the Company shall be entitled to postpone (upon written notice to each Investorall Affiliated Stockholders) for up to ninety one hundred twenty (90120) days the filing or the effectiveness of a registration statement in respect of for a Demand Registration (but no more than once twice in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration or the disclosure of material, non-public information in respect of such Demand connection therewith would have a material adverse effect affect on the Company or on any proposal or plan by the Company or any of its subsidiaries to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any assets, merger, consolidation, tender offer, offer or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect for a Demand Registration, the holders of a Demand, the majority of Registrable Securities held for all Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 1.4 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 exceeding one hundred eighty (180) days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until after all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor Investor, in each case, within one hundred eighty ninety (18090) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 2.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five fifty percent (2550%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. For the avoidance of doubt, the effectiveness of the Initial Resale Registration Statement shall not be deemed a registration for purposes of exceptions (A) or (B) of this subsection above. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no on one or more than once occasions), provided that the aggregate number of days the Company shall be permitted to so postpone, together with any and all days postponed in respect of a Shelf Registration Statement pursuant to Section 2.03, shall not exceed an aggregate of forty-five (45) days in any period of twelve (12) consecutive months) , if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 2.04 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 one hundred eighty (180) days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor Investor, in each case, within one hundred eighty ninety (18090) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 2.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five fifty percent (2550%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. For the avoidance of doubt, the effectiveness of the Initial Resale Registration Statement shall not be deemed a registration for purposes of exceptions (A) or (B) of this subsection above. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no on one or more than once occasions), provided that the aggregate number of days the Company shall be permitted to so postpone, together with any and all days postponed in respect of a Shelf Registration Statement pursuant to Section 2.03, shall not exceed an aggregate of forty-five (45) days in any period of twelve (12) consecutive months) , if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 2.04 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days after the date of effectiveness of a registration statement for any securities of the Company or within sixty (60) days prior to the proposed effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of statement, provided that the Registrable Securities that Company is actively employing in good faith its commercially reasonable efforts to cause such Investor and its Affiliates sought registration statement to include therein) or (B) any other Demand Registrationbecome effective. In addition, the The Company shall be entitled to postpone (upon written notice to each Investor) postpone, for a reasonable period of time up to ninety (90) days days, the filing, effectiveness or use of, or trading under, any registration statement for a Demand Registration if the Company shall determine that any such filing or the effectiveness sale of a any securities pursuant to such registration statement would in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting of the Demand Registration in respect of such Demand would Board: (i) be expected to have a material an adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offeroffer or similar transaction; (ii) require disclosure of material nonpublic information that, or other similar transaction or otherwise if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; or (iii) otherwise be seriously detrimental to the Company. In Company or its equity holders; provided that in such event, the event holders of a postponement majority of the Registrable Securities requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn the Company will pay all Registration Expenses in connection with such registration; provided, further, that such right to postpone the filing, effectiveness or use of, or trading under, any registration statement may be exercised by the Company not more than once in any twelve (12) month period; provided, further, that the Company shall not register any securities for its own account or the account of the filing or effectiveness any other stockholder during such period of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereofpostponement.