Common use of Restrictions on Registrations Clause in Contracts

Restrictions on Registrations. The Company may postpone the filing or the effectiveness of a Registration Statement or of a supplement or amendment thereto (including any Takedown Request) or suspend the use of an effective Registration Statement if the Board of Directors determines in good faith that such Demand Registration 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 material acquisition of assets (other than in the ordinary course of business), merger, consolidation, tender offer, financing or any other material business transaction 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 the Company, after consultation with outside counsel to the Company, believes would materially and adversely affect the Company (any such period to be referred to as a “Blackout Period”). The Company shall not exercise its postponement rights in this Section 5.2 more than twice during any period of twelve (12) consecutive months and such Blackout Period shall not be more than seventy-five (75) days and all Blackout Periods (irrespective of individual duration) shall not total more than ninety (90) days during any such period of twelve (12) consecutive months; provided that a Blackout Period may not commence less than 30 days following the end of the most recently completed Blackout Period. Notwithstanding anything in this Agreement to the contrary, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders during any Blackout Period.

Restrictions on Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a Registration demanded by the holders of registration rights under a Registration in which the holders of Registrable Securities were given piggyback rights pursuant to Article IV and in which there was no reduction in the number of Registrable Securities requested to be included. Notwithstanding anything in this Article II to the contrary, if any request for a Demand Registration is delivered at a time when the Company has determined or is currently planning (and has discussed with its Board of Directors its plan) to file a registration statement with respect to an underwritten primary Registration of the Company’s common stock on behalf of the Company (so long as a registration statement is filed with respect thereto within one month of such request for the Demand Registration), the Company may require the holders of the Registrable Securities requesting such Demand Registration to postpone such request until the expiration of the 90-day period following the effective date of such Registration. The Company may, not more than twice in any 12-month period, postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration Statement or of a supplement or amendment thereto (including any Takedown Request) or suspend the use of an effective Registration Statement if the Board of Directors of the Company determines in good faith that such it is reasonably foreseeable that the Demand Registration 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 material acquisition of assets (other than in the ordinary course of business), merger, consolidation, tender offer, financing or any other material business transaction 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 by or related to the public, the premature disclosure of which the Company, after consultation with outside counsel to the Company, believes would Demand Registration could materially and adversely affect impact the Company (any Company; provided, that in such period event, the holders of Registrable Securities covered by the Demand Registration shall be entitled, upon the affirmative vote of holders holding 66% of such Registrable Securities, to be referred to withdraw such request and, if such request is withdrawn, the Demand Registration shall not count as a “Blackout Period”). The Company shall not exercise its postponement rights in this Section 5.2 more than twice during any period of twelve (12) consecutive months permitted Demand Registration hereunder, and such Blackout Period shall not be more than seventy-five (75) days and all Blackout Periods (irrespective of individual duration) shall not total more than ninety (90) days during any such period of twelve (12) consecutive months; provided that a Blackout Period may not commence less than 30 days following the end of the most recently completed Blackout Period. Notwithstanding anything in this Agreement to the contrary, the Company shall pay all Registration Expenses in connection with the withdrawn Registration; provided further, that upon the election of the Company and upon notice to the Stockholder, one such postponement or suspension may be extended to not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off more than 120 days at the sole discretion of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders during any Blackout PeriodCompany.

Restrictions on Registrations. The Company may shall not be obligated to effect any Demand Registration or Shelf Registration within six months after the effective date of a Registration demanded by the holders of registration rights under a Registration in which the Holders were given the right to register Registrable Securities pursuant to Article III if the number of Registrable Securities included under such Registration was not reduced pursuant to Section 3.4. The Company may, not more than twice in any 12-month period, postpone for up to 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration or of a supplement or amendment thereto (including any Takedown Request) or suspend the use of an effective Shelf Registration Statement if the Board of Directors determines in good faith that such Demand Registration or Shelf Registration, as the case may be, would (i) reasonably such postponement is necessary in order to avoid premature disclosure of a matter that the Board has determined would not be expected to materially impede, delay, interfere with or otherwise have a material adverse effect on any material acquisition of assets (other than in the ordinary course best interests of business), merger, consolidation, tender offer, financing or any other material business transaction by the Company or any of its Subsidiaries to be disclosed at such time 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 the Company, after consultation with outside counsel to the Company, believes Demand Registration would materially and adversely affect impact the Company (any Company; provided, however, that in such period event, the Holders of Registrable Securities covered by the Demand Registration shall be entitled, upon the affirmative vote of Holders holding at least 66% of such Registrable Securities, to be referred to withdraw such request and, if such request is withdrawn, the Demand Registration shall not count as a “Blackout Period”). The Company shall not exercise its postponement rights in this Section 5.2 more than twice during any period of twelve (12) consecutive months permitted Demand Registration hereunder, and such Blackout Period shall not be more than seventy-five (75) days and all Blackout Periods (irrespective of individual duration) shall not total more than ninety (90) days during any such period of twelve (12) consecutive months; provided that a Blackout Period may not commence less than 30 days following the end of the most recently completed Blackout Period. Notwithstanding anything in this Agreement to the contrary, the Company shall pay all Registration Expenses in connection with the withdrawn Registration; provided, further, that upon the election of the Company and upon notice to the Holders of Registrable Securities to be included in such Registration, one such postponement may be extended to not be permitted to file a registration statement to register for sale, or to conduct any registered securities offerings (including any “take-downs” off more than 120 days at the sole discretion of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders during any Blackout PeriodCompany.