Common use of Deferral of Registration Clause in Contracts

Deferral of Registration. Notwithstanding the foregoing, if, at any time prior to the effective date of the registration statement with respect to a Demand Registration, the Company is (i) pursuing an underwritten offering of shares of its capital stock for its own account, or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of Directors, using good faith, determines that it would be detrimental to the Company for a registration statement to be filed at such time, the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 until a date not later than 120 days from the date of the Deferral Notice (as defined below) (the “Deferral Period”). If the Board of Directors of the Company makes such determination, the Company shall give written notice (the “Deferral Notice”) of such determination to the holders of Registrable Securities; provided, that, the Company may exercise its right to delay a Demand Registration hereunder only once in any twelve-month period. The Company shall notify the holders of the expiration of the Deferral Period and shall cause the registration statement with respect to the Demand Registration to be filed on the fifth business day following the expiration of the Deferral Period (the “Withdrawal Period”) (or, if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw the request made under this Section 2.5, in which case, such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registration.

Deferral of Registration. Notwithstanding (a) In connection with a Leading Demand Registration, the foregoing, ifShareholders shall provide to the Company (i) in the case of a Leading Demand Registration relating to Tranche 6 or Tranche 7, at any the same time the Shareholders comply with their obligations under Section 7.1, and (ii) in the case of a Leading Demand Registration relating to Tranche 8, Tranche 9 or Tranche 10, not later than 90 days prior to the effective date the Registrable Securities relating to such Leading Demand Registration are to be issued, a written representation from each Shareholder confirming that, to the extent that the Company issues any shares of Common Stock in connection with such Tranche, (i) such Shareholder is irrevocably bound to accept such shares of Common Stock as part consideration for entering into the Transaction Documents, and (ii) there are no conditions to the completion of the Company’s issuance of, and such Shareholder’s acceptance of, such shares of Common Stock that (A) are within such Shareholder’s control or (B) such Shareholder can cause not to be satisfied. (b) Notwithstanding anything to the contrary herein, if the Company reasonably determines in good faith and based on advice of independent, internationally recognized legal counsel that any Shareholder participating in any Demand Registration would be deemed to be an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) in connection with the registration statement with respect of Registrable Securities pursuant to a such Demand Registration, the Company is (i) pursuing an underwritten offering of shares of may delay complying with its capital stock for its own account, obligations under Section 2.1 or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of Directors, using good faith, determines that it would be detrimental to the Company for a registration statement to be filed at such time, the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 until a date not later than 120 days from the date of the Deferral Notice (as defined below) (the “Deferral Period”). If the Board of Directors of the Company makes such determination, the Company shall give written notice (the “Deferral Notice”) of such determination to the holders of Registrable Securities; provided, that, the Company may exercise its right to delay a Demand Registration hereunder only once in any twelve-month period. The Company shall notify the holders of the expiration of the Deferral Period and shall cause the registration statement with respect to the Demand Registration to be filed on the fifth business day following the expiration of the Deferral Period (the “Withdrawal Period”) (or, if registration on such date is not practicable2.2, as promptly as possible thereafter) unlessthe case may be, prior to the expiration of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw the request made under this Section 2.5, in which case, such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registrationDemand Registration unless and until such Shareholder would no longer be deemed an “underwriter” in connection with such registration (at which time the Company will promptly comply with its obligations under Section 2.1 or 2.2, as the case may be), provided that the Company shall make such determination to delay such registration only after reasonable prior consultation with the Shareholders and their independent, internationally recognized legal counsel.

Deferral of Registration. Notwithstanding the foregoing, if, at any time prior to the effective date of the registration statement with respect to a Demand Registration, the Company is is: (i) pursuing an underwritten offering of shares of its capital stock Capital Stock for its own account, or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of Directors, using good faith, determines that it would be seriously detrimental to the Company for a registration statement to be filed at such time, the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 8.2 until a date not later than 120 90 days from the date of the Deferral Notice (as defined below) (the “"Deferral Period”"). If the Board of Directors of the Company makes such determination, the Company shall give written notice (the “"Deferral Notice”") of such determination to the holders of Registrable Securities; provided, that, the Company may exercise its right to delay a Demand Registration hereunder only once in any twelve-month period. The Company shall notify the holders of the expiration of the Deferral Period and shall cause the registration statement with respect to the Demand Registration to be filed on the fifth business day Business Day following the expiration of the Deferral Period (the “"Withdrawal Period”") (or, if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw withdraws the request made under this Section 2.58.2, in which case, such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registration.

Deferral of Registration. Notwithstanding The Company shall file a registration statement covering the foregoing, if, at any time prior Registrable Securities so requested to the effective date be registered as soon as practicable after receipt of the registration statement with respect to a Demand Registrationrequest or requests of the Initiating Holders; PROVIDED, the Company is HOWEVER, that if (i) pursuing an underwritten offering of shares of its capital stock for its own account, or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course good faith judgment of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of DirectorsDirectors of the Company, using good faith, determines that it such registration would be materially detrimental to the Company for a registration statement to be filed at such timebecause there exist bona fide financing, acquisition or other activities of the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 until a date not later than 120 days from the date of the Deferral Notice (as defined below) (the “Deferral Period”). If and the Board of Directors of the Company makes concludes, as a result, that it is essential to defer the filing of such determinationregistration statement at such time, and (ii) the Company shall give written notice (furnish to the “Deferral Notice”) Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such determination to the holders of Registrable Securities; providedregistration statement, that, then the Company may exercise its shall have the right to delay defer such filing (except as provided in subsection (b)(ii) above) for a Demand Registration hereunder only period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period. The Company shall notify registration statement filed pursuant to the holders request of the expiration Initiating Holders may, subject to the provisions of the Deferral Period Sections 8.3(b) and shall cause 8.10 hereof, include other securities of the registration statement Company, with respect to the Demand Registration to be filed on the fifth business day following the expiration which registration rights have been granted, and may include securities of the Deferral Period (Company being sold for the “Withdrawal Period”) (or, if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration account of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw provided that all the request made under this Section 2.5, in Registrable Shares for which case, the Initiating Holders have requested registration shall be covered by such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registrationregistration statement before any other securities are included.

Deferral of Registration. Notwithstanding the foregoing, if, at any time prior to the effective date foregoing provisions of the registration statement with respect to a Demand Registrationthis Section 2, the Company is (i) pursuing an underwritten offering of shares of its capital stock for its own account, or engaged in or proposes shall not be obligated to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of Directors, using good faith, determines that it would be detrimental to the Company for a registration statement to be filed at such time, the Company may defer effect the filing of a registration statement with respect pursuant to any Demand Registration required by this Section 2.5 until 2 at the request of a Registration Group (a) during the period starting with the date not later than 120 30 days from prior to the Company's good faith estimate of the date of filing of a registration statement pertaining to the Deferral Notice underwritten public offering of securities for the account of the Company or upon the request of the other Registration Group pursuant to this Section 2, and ending on the date which is the later of (as defined belowi) 180 days following the effective date of such registration statement, provided the Company is at all times during such period diligently pursuing such registration, and (ii) 90 days following the “Deferral Period”). If expiration of any "lock-up" period required by the underwriters for such offering, or (b) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company makes and its stockholders generally for such determination, registration statement to be filed. Under clause (b) the Company shall give written notice have the right to defer such filing for a period of not more than 90 days after receipt of the request for a registration under this Section 2; PROVIDED, HOWEVER, that the Company may not utilize the right set forth in clause (the “Deferral Notice”b) of such determination to the holders of Registrable Securitiesmore than once in any 12-month period; providedand PROVIDED, FURTHER, that, notwithstanding the previous proviso, if the Company may exercise its right to delay has entered into a Demand Registration hereunder only once in any twelvebinding agreement with an unaffiliated third party during such 90-month period. The Company shall notify day period providing for the holders sale of substantially all the Company's assets or capital stock, or the sale of the expiration of the Deferral Period and shall cause the registration statement with respect to the Demand Registration to be filed on the fifth business day following the expiration of the Deferral Period (the “Withdrawal Period”) (or, if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration of the Withdrawal Period, the holders holding Company through a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw the request made under this Section 2.5, in which casemerger or consolidation, such request 90-day period shall not count as one of the Demand Registrations permitted hereunder and be extended to permit the Company shall pay all Registration Expenses in connection with to consummate such registrationtransaction.

Deferral of Registration. Notwithstanding the foregoing, if, ------------------------ at any time prior to the effective date of the registration statement with respect to a Demand Registration, the Company is is: (i) pursuing an underwritten offering of shares of its capital stock Capital Stock for its own account, or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of Directors, using good faith, determines that it would be seriously detrimental to the Company for a registration statement to be filed at such time, the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 8.2 until a date not later than 120 90 days from the date of the Deferral Notice (as defined below) (the “"Deferral Period”"). If the Board of Directors of the Company makes --------------- such determination, the Company shall give written notice (the “"Deferral -------- Notice”") of such determination to the holders of Registrable Securities; ------ provided, that, the Company may exercise its right to delay a Demand -------- ---- Registration hereunder only once in any twelve-month period. The Company shall notify the holders of the expiration of the Deferral Period and shall cause the registration statement with respect to the Demand Registration to be filed on the fifth business day Business Day following the expiration of the Deferral Period (the “"Withdrawal Period”") (or, if registration on such date is not practicable, as ----------------- promptly as possible thereafter) unless, prior to the expiration of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw withdraws the request made under this Section 2.58.2, in which case, such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registration.

Deferral of Registration. Notwithstanding the ---------------------------- foregoing, if, at any time prior to the effective date of the registration statement with respect to a Demand Registration, the Company is is: (i) pursuing an underwritten offering of shares of its capital stock Capital Stock for its own account, or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of Directors, using good faith, determines that it would be seriously detrimental to the Company for a registration statement to be filed at such time, the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 9.2 until a date not later than 120 days from the date of the Deferral Notice (as defined below) (the “"Deferral Period”"). If the Board of Directors of the Company makes such determination, the Company shall give written notice (the “"Deferral Notice”") of such determination to the holders of Registrable Securities; provided, that, the Company may exercise its right to delay a Demand Registration hereunder only once in any twelve-month period. The Company shall notify the holders of the expiration of the Deferral Period and shall cause the registration statement with respect to the Demand Registration to be filed on the fifth business day Business Day following the expiration of the Deferral Period (the “"Withdrawal Period”") (or, if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw the request made under this Section 2.59.2, in which case, such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registration.

Deferral of Registration. Notwithstanding the foregoing, if, at any time prior to the effective date of the registration statement with respect to a Demand Registration, the Company is (i) pursuing an underwritten offering of shares of its capital stock for its own account, or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of Directors, using good faith, determines that it would be detrimental to the Company for a registration statement to be filed at such time, the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 until a date not later than 120 days from the date of the Deferral Notice (as defined below) (the “"Deferral Period”"). If the Board of Directors of the Company makes such determination, the Company shall give written notice (the “"Deferral Notice”") of such determination to the holders of Registrable Securities; provided, that, the Company may exercise its right to delay a Demand Registration hereunder only once in any twelve-month period. The Company shall notify the holders of the expiration of the Deferral Period and shall cause the registration statement with respect to the Demand Registration to be filed on the fifth business day following the expiration of the Deferral Period (the “"Withdrawal Period”") (or, if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw the request made under this Section 2.5, in which case, such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registration.

Deferral of Registration. Notwithstanding The Company shall file a registration statement covering the foregoing, if, at any time prior Registrable Securities so requested to the effective date be registered as soon as practicable after receipt of the registration statement with respect to a Demand Registrationrequest or requests of the Initiating Holders; provided, the Company is however, that if (i) pursuing an underwritten offering of shares of its capital stock for its own account, or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course good faith judgment of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of DirectorsDirectors of the Company, using good faith, determines that it such registration would be materially detrimental to the Company for a registration statement to be filed at such timebecause there exist bona fide financing, acquisition or other activities of the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 until a date not later than 120 days from the date of the Deferral Notice (as defined below) (the “Deferral Period”). If and the Board of Directors of the Company makes concludes, as a result, that it is essential to defer the filing of such determinationregistration statement at such time, and (ii) the Company shall give written notice (furnish to the “Deferral Notice”) Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such determination to the holders of Registrable Securities; providedregistration statement, that, then the Company may exercise its shall have the right to delay defer such filing (except as provided in subsection (b)(ii) above) for a Demand Registration hereunder only period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period. The Company shall notify registration statement filed pursuant to the holders request of the expiration Initiating Holders may, subject to the provisions of Sections 7.3(b) hereof, include other securities of the Deferral Period and shall cause the registration statement Company, with respect to the Demand Registration to be filed on the fifth business day following the expiration which registration rights have been granted, and may include securities of the Deferral Period (Company being sold for the “Withdrawal Period”) (or, if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration account of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw provided that all the request made under this Section 2.5, in Registrable Shares for which case, the Initiating Holders have requested registration shall be covered by such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registrationregistration statement before any other securities are included.

Deferral of Registration. Notwithstanding the foregoing, if, at any time prior to the effective date of the registration statement with respect to a Demand Registration, the Company is (i) pursuing an underwritten offering of shares of its capital stock for its own account, or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of Directors, using good faith, determines that it would be detrimental to the Company for a registration statement to be filed at such time, the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 until a date not later than 120 days from the date of the Deferral Notice (as defined below) (the “"Deferral Period”"). If the Board of Directors of the Company makes such determination, the Company shall give written notice (the “"Deferral Notice”") of such determination to the holders of Registrable Securities; provided, that, the Company may exercise its right to delay a Demand Registration hereunder only once in any twelve-month period. The Company shall notify the holders of the expiration of the Deferral Period and shall cause the registration statement with respect to the Demand Registration to be filed on the fifth business day following the expiration of the Deferral Period (the “"Withdrawal Period”") (or, ,if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw the request made under this Section 2.5, in which case, such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registration.

Deferral of Registration. Notwithstanding the foregoing, if, at any time prior to the effective date of the registration statement with respect to a Demand Registration, the Company is is: (i) pursuing an underwritten offering of shares of its capital stock Capital Stock for its own account, or engaged in or proposes to engage in (A) a material financing, (B) an acquisition of the capital stock or substantially all the assets of any other person (other than in the ordinary course of business) or (C) any disposition of material assets (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction; and (ii) the Board of Directors, using good faith, determines that it would be seriously detrimental to the Company for a registration statement to be filed at such time, the Company may defer the filing of a registration statement with respect to any Demand Registration required by this Section 2.5 13.2 until a date not later than 120 days from the date of the Deferral Notice (as defined below) (the “"Deferral Period”"). If the Board of Directors of the Company makes such determination, the Company shall give written notice (the “"Deferral Notice”") of such determination to the holders of Registrable Securities; provided, that, the Company may exercise its right to delay a Demand Registration hereunder only once in any twelve-month period. The Company shall notify the holders of the expiration of the Deferral Period and shall cause the registration statement with respect to the Demand Registration to be filed on the fifth business day Business Day following the expiration of the Deferral Period (the “"Withdrawal Period”") (or, if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration of the Withdrawal Period, the holders holding a majority of Demand Registrable Securities to be included in any such Demand Registration, by written notice to the Company, withdraw the request made under this Section 2.513.2, in which case, such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all Registration Expenses in connection with such registration.