Common use of Deferral of Demand Registration Clause in Contracts

Deferral of Demand Registration. The Company shall use its best efforts to file a registration statement with respect to a Demand Registration demanded pursuant to Section 5.2(a) as soon as practicable and in any event within 30 days after receipt of the Demand Notice; provided, however, that if the Company selects an underwriter to distribute the Registrable Securities covered by the Demand Regstration and such underwriter determines in good faith that, and provides Agent with a certificate (an "Underwriter Notice") of an officer of such underwriter certifying that in its view such Demand Registration would be materially detrimental to the Company or would negatively impact any other material corporate transaction and concludes, as a result, that it is advisable to defer the filing of such registration statement at such time, then the Company shall have the right to defer such filing for the period during which such registration would be detrimental; provided, however, that the Company may not defer the filing for a period of more than 90 days following receipt of the Demand Notice. In addition, and notwithstanding the Demand Notice, the Company shall not be required to effect a registration statement if, within 10 days after receiving any Demand Notice, the Company delivers a notice (a "Company Registration Notice") to Agent of its intent to file a registration statement within the following 60 days and does so file such registration within such time period. In addition, the Company may, not more than once in each calendar year and provided that in such calendar year neither an Underwriter Notice nor a Company Registration Notice shall have been previously given, and no Demand Notice shall have been given at any time prior thereto, be entitled to provide to Agent a written notice (a "Company Deferral Notice") stating that the Company has determined that it would be materially detrimental to the Company or would negatively impact on other material corporate transactions for Agent to give a Demand Notice within the period of 60 days following the date of receipt of such Company Deferral Notice, in which case, Agent shall not be permitted, during such 60 day period, to give a Demand Notice.

Deferral of Demand Registration. The Company shall use its best efforts to file a registration statement with respect to a Demand Registration demanded pursuant to Section 5.2(a7.2(a) as soon as practicable and in any event within 30 60 days after receipt of the Demand Notice; provided, however, that if the Company selects an underwriter to distribute the Registrable Securities covered by the Demand Regstration Registration as part of an offering of other securities of the Company, and such underwriter determines in good faith that, and provides Agent with a certificate (an "Underwriter Notice") of an officer of such underwriter certifying that in its view such Demand Registration would be materially detrimental to the Company or would negatively impact any other material corporate transaction and concludes, as a result, that it is advisable to defer the filing of such registration statement at such time, then the Company shall have the right to defer such filing for the period during which such registration would be detrimental; provided, however, that the Company may not defer the filing for a period of more than 90 days following receipt of the Demand Notice. In addition, and notwithstanding the Demand Notice, the Company shall not be required to effect a registration statement if, within 10 days after receiving any Demand Notice, the Company delivers a notice (a "Company Registration Notice") to Agent of its intent to file a registration statement within the following 60 days and does so file such registration within such time period. In addition, the Company may, not more than once in each calendar year and provided that in such calendar year neither an Underwriter Notice nor a Company Registration Notice shall have been previously given, and no Demand Notice shall have been given at any time prior thereto, be entitled to provide to Agent a written notice (a "Company Deferral Notice") stating that the Company has determined that it would be materially detrimental to the Company or would negatively impact on other material corporate transactions for Agent to give a Demand Notice within the period of 60 days following the date of receipt of such Company Deferral Notice, in which case, Agent shall not be permitted, during such 60 day period, to give a Demand Notice. Notwithstanding anything to the contrary, the provisions of this Section 7.2(b) shall apply only to a Demand Registration, and not to the Initial Registration contemplated by Section 3.2 of this Agreement.

Deferral of Demand Registration. The Company shall use its best efforts to file a registration statement with respect to a each Demand Registration demanded requested pursuant to Section 5.2(a2.1(a) as soon as practicable and in any event within 30 days after receipt of the Demand Noticedemand of the Initiating Holders; provided, however, that if in the Company selects an underwriter to distribute the Registrable Securities covered by the Demand Regstration and such underwriter determines in good faith thatjudgment of the Board of Directors of the Company, and provides Agent with a certificate (an "Underwriter Notice") of an officer of such underwriter certifying that in its view such Demand Registration registration would be materially seriously detrimental to the Company or would negatively impact any other material corporate transaction and the Board of Directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such timetime (as evidenced by an appropriate resolution of the Board), then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; provided, however, that (i) the Company may not defer the filing for a period of more than 90 one hundred eighty (180) days following after receipt of the demand of the Initiating Holders, (ii) the Company shall not exercise its right to defer a Demand NoticeRegistration more than once, and (iii) if the Company undertakes a primary registration following an exercise of its deferral right, the holders of Registrable Securities shall have "piggyback" rights under Section 2.2 hereof with respect to not less than one- third (1/3) of the number of shares of Common Stock to be sold in such offering. In addition, and notwithstanding the Demand Notice, the Company shall not be obligated to effect, or to take any action to effect, any registration: (i) in any particular jurisdiction in which the Company would be required to effect 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 under the Securities Act; or (ii) during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration statement if, within 10 days after receiving any Demand Notice, the Company delivers a notice (a "Company Registration Notice") filed pursuant to Agent of its intent to file a registration statement within the following 60 days and does so file such registration within such time period. In addition, the Company may, not more than once in each calendar year and Section 2.2 hereof; provided that in such calendar year neither an Underwriter Notice nor a Company Registration Notice shall have been previously given, and no Demand Notice shall have been given at any time prior thereto, be entitled to provide to Agent a written notice (a "Company Deferral Notice") stating that the Company has determined that it would be materially detrimental is actively employing in good faith all reasonable efforts to the Company or would negatively impact on other material corporate transactions for Agent cause such registration statement to give a Demand Notice within the period of 60 days following the date of receipt of such Company Deferral Notice, in which case, Agent shall not be permitted, during such 60 day period, to give a Demand Noticebecome effective.

Deferral of Demand Registration. The Company shall use its best efforts to file a registration statement with respect to a Demand Registration demanded pursuant to Section 5.2(a6.2(a) as soon as practicable and in any event within 30 60 days after receipt of the Demand Notice; provided, however, that if the Company selects an underwriter to distribute the Registrable Securities covered by the Demand Regstration Registration as part of an offering of other securities of the Company, and such underwriter determines in good faith that, and provides Agent with a certificate (an "Underwriter Notice") of an officer of such underwriter certifying that in its view such Demand Registration would be materially detrimental to the Company or would negatively impact any other material corporate transaction and concludes, as a result, that it is advisable to defer the filing of such registration statement at such time, then the Company shall have the right to defer such filing for the period during which such registration would be detrimental; provided, however, that the Company may not defer the filing for a period of more than 90 days following receipt of the Demand Notice. In addition, and notwithstanding the Demand Notice, the Company shall not be required to effect a registration statement if, within 10 days after receiving any Demand Notice, the Company delivers a notice (a "Company Registration Notice") to Agent of its intent to file a registration statement within the following 60 days and does so file such registration within such time period. In addition, the Company may, not more than once in each calendar year and provided that in such calendar year neither an Underwriter Notice nor a Company Registration Notice shall have been previously given, and no Demand Notice shall have been given at any time prior thereto, be entitled to provide to Agent a written notice (a "Company Deferral Notice") stating that the Company has determined that it would be materially detrimental to the Company or would negatively impact on other material corporate transactions for Agent to give a Demand Notice within the period of 60 days following the date of receipt of such Company Deferral Notice, in which case, Agent shall not be permitted, during such 60 day period, to give a Demand Notice.