Common use of Deferral Period Clause in Contracts

Deferral Period. With respect to any Registration Statement filed or to be filed pursuant to Section 2, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company’s control of any required financial statements or other material information, or any other event or condition material to the Company or any subsidiary) be materially disadvantageous to the Company to proceed with such Registration Statement or that the Company is required by applicable law, rules or regulations not to proceed with the Registration Statement or to suspend its effectiveness (a “Material Development Condition”), then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “Delay Notice”) from an officer of the Company to the Holders’ Representative, as the representative of the Purchasers, (i) to cause sales of Registrable Securities by the Purchasers pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspended, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to the Holders’ Representative, as the representative of the Purchasers). Notwithstanding the foregoing provisions of this Section 6(o), in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall use commercially reasonable efforts to cause a new Registration Statement covering the Registrable Securities to be filed with the SEC as soon as reasonably practicable, but no later than the expiration of ninety (90) days from the Delay Notice.

Deferral Period. With respect to any Registration Statement filed or to be filed pursuant to Section 2, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company’s 's control of any required financial statements or other material information, or any other event or condition material to the Company or any subsidiary) be materially disadvantageous to the Company to proceed with such Registration Statement or that the Company is required by applicable law, rules or regulations not to proceed with the Registration Statement or to suspend its effectiveness (a “Material Development Condition”"MATERIAL DEVELOPMENT CONDITION"), then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “Delay Notice”"DELAY NOTICE") from an officer of the Company to the Holders’ ' Representative, as the representative of the Purchasers, (i) to cause sales of Registrable Securities by the Purchasers pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspended, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to the Holders’ RepresentativePlacement Agent, as the representative of the Purchasers). Notwithstanding the foregoing provisions of this Section 6(o), (1) in no event may such cessation or delay be for a period of more than sixty (60) consecutive days from giving of its Delay Notice to the Purchasers with respect to such Material Development Condition, as above provided, or more than one hundred twenty (120) days in any twelve (12) months; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall use commercially reasonable efforts to cause a new Registration Statement covering the Registrable Securities to be filed with the SEC Commission as soon as reasonably practicablepracticable after such Material Development Condition ceases to exist or, but no later than if sooner, as soon as practicable after the expiration of ninety such sixty (9060) days from the Delay Noticeday period.

Deferral Period. With respect to any Registration Statement filed or to be filed pursuant to Section SECTION 2, if the Company Pubco determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company Pubco or any subsidiary, or the unavailability for reasons beyond the Company’s Pubco's control of any required financial statements or other material information, or any other event or condition material to the Company Pubco or any subsidiary) be materially disadvantageous to the Company Pubco to proceed with such Registration Statement or that the Company Pubco is required by applicable law, rules or regulations not to proceed with the Registration Statement or to suspend its effectiveness (a “Material Development Condition”"MATERIAL DEVELOPMENT CONDITION"), then the Company Pubco shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “Delay Notice”"DELAY NOTICE") from an officer of the Company Pubco to the Holders’ ' Representative, as the representative of the Purchasers, (i) to cause sales of Registrable Securities by the Purchasers pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspended, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the CompanyPubco, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company Pubco shall promptly deliver to the Holders’ ' Representative, as the representative of the Purchasers). Notwithstanding the foregoing provisions of this Section 6(oSECTION 6(n), (1) in no event may such cessation or delay be for a period of more than ninety (90) consecutive days from giving of its Delay Notice to the Purchasers with respect to such Material Development Condition, as above provided, or more than one hundred twenty (120) days in any twelve (12) months; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company Pubco shall use commercially reasonable efforts to cause a new Registration Statement covering the Registrable Securities to be filed with the SEC as soon as reasonably practicablepracticable after such Material Development Condition ceases to exist or, but no later than if sooner, as soon as practicable after the expiration of such ninety (90) days from the Delay Noticeday period.

Deferral Period. With respect The Deferred Stock shall be forfeitable as described below until it becomes vested upon the first to any Registration Statement filed or to be filed pursuant to Section 2occur, if the Company determines thatany, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving following events: (a) The termination of the Employee’s employment with the Company or any subsidiarya subsidiary by reason of disability or death. For these purposes, “disability” shall mean separation from the service of the Company or such subsidiary because of such illness or injury as renders the unavailability for reasons beyond Employee unable to perform the material duties of the Employee’s job. (b) Five (5) years from the Award Date. (c) A change in control of the Company as defined in section 11(b) of the Company’s control Incentive Compensation Plan. If the Employee’s employment with the Company or one of its subsidiaries or affiliates terminates during the period of time during which the Deferred Stock is forfeitable (the “Deferral Period”) for any required financial statements reason other than retirement, early retirement, disability or other material informationdeath, or any other event or condition material the Deferred Stock shall be forfeited to the Company or on the date of such termination, without any subsidiary) be materially disadvantageous to the Company to proceed with such Registration Statement or that the Company is required by applicable law, rules or regulations not to proceed with the Registration Statement or to suspend its effectiveness (a “Material Development Condition”), then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “Delay Notice”) from an officer further obligations of the Company to the Holders’ Representative, as the representative Employee and all rights of the Purchasers, Employee with respect to the Deferred Stock shall terminate. If the Compensation Committee of the Company’s Board of Directors determines that (i) to cause sales the Employee has breached any of Registrable Securities by the Purchasers pursuant to such Registration Statement to cease, obligations stated in section 3 of the Agreement during the Deferral Period or (ii) the Deferred Stock was awarded with respect to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspended, or (iiiA) in the event no such Registration Statement a Plan Year for which there has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment a material restatement of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver ’s annual report to the Holders’ Representative, as SEC due to negligence or misconduct by one or more persons or (B) any subsequent Plan Year having awards materially affected by the representative of the Purchasers). Notwithstanding the foregoing provisions of this Section 6(o), in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided aboverestatement, the Company shall use commercially reasonable efforts be entitled to cause a new Registration Statement covering the Registrable Securities declare all or any portion of any unvested Deferred Stock awarded under this Agreement to be filed with forfeited. Notwithstanding any provisions to the SEC as soon as reasonably practicablecontrary, but no later than the expiration of ninety (90) days from Employee may not extend the Delay NoticeDeferral Period.

Deferral Period. With Upon (i) the occurrence of any event or the existence of any fact (a “Material Event”) as a result of which the Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) the occurrence or existence of any pending corporate development, public filing with the Commission or other similar event with respect to any Registration Statement filed or to be filed pursuant to Section 2, if the Company determines that, in its good faith judgment, it would (because the reasonable discretion of the existence ofCompany, or in reasonable anticipation ofmakes it appropriate to suspend the availability of the Registration Statement and the related Prospectus, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiaryshall (A) in the case of clause (i) above, or the unavailability for reasons beyond the Company’s control of any required financial statements or other material informationas soon as possible prepare and file, or any other event or condition material if necessary pursuant to the Company or any subsidiary) be materially disadvantageous applicable law, a post-effective amendment to the Company to proceed with such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in the case of a post-effective amendment to a Registration Statement, use its best efforts to cause it to be declared effective as soon as possible; and (B) give immediate written notice to the Holders that the Company is required by applicable law, rules or regulations not to proceed with availability of the Registration Statement or to suspend its effectiveness is suspended (a “Material Development Condition”), then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “Delay Deferral Notice”) from an officer and, upon receipt of any Deferral Notice, each Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of copies of the Company to the Holders’ Representative, as the representative of the Purchasers, supplemented or amended Prospectus provided for in clause (i) to cause sales of Registrable Securities above, or until it is advised in writing by the Purchasers pursuant Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use its best efforts to such Registration Statement to ceaseensure that the use of the Prospectus may be resumed (x) in the case of clause (i) above, as soon as possible, and (y) in the case of clause (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspendedabove, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement untilsoon as, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or suspension is no longer exists appropriate (notice of such period, during which the Company shall promptly deliver to the Holders’ Representative, as the representative availability of the PurchasersRegistration Statement and any Prospectus is suspended being a “Deferral Period”). Notwithstanding the foregoing provisions foregoing, no Deferral Period instituted pursuant to clause (i) or clause (ii) above shall last for a period of this Section 6(o), time in the event a Registration Statement is filed and subsequently withdrawn by reason excess of any existing or anticipated Material Development Condition as provided above, the Company shall use commercially reasonable efforts to cause a new Registration Statement covering the Registrable Securities to be filed with the SEC as soon as reasonably practicable, but no later than the expiration of ninety thirty (9030) days from the Delay Notice.date of the Material Event or other occurrence or state of facts on account of which such Deferral Period is instituted unless the Commission imposes a greater period, and the Company shall institute no more than two (2) Deferral Periods in the aggregate pursuant to clause (ii) above in any consecutive twelve (12) month period, provided, however, that a Deferral Period deriving from a Material Event not initiated by the Company shall not be counted in the above two (2)

Deferral Period. With respect to any Registration Statement filed or to be filed pursuant to Section 2, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company’s control of any required financial statements or other material information, or any other event or condition material to the Company or any subsidiary) be materially disadvantageous to the Company to proceed with such Registration Statement or that the Company is required by applicable law, rules or regulations not to proceed with the Registration Statement or to suspend its effectiveness (a “Material Development Condition”), then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “Delay Notice”) from an officer of the Company to the Holders’ Representative, as the representative of the Purchasers, (i) to cause sales of Registrable Securities by the Purchasers pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspended, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to the Holders’ Representative, as the representative of the Purchasers). Notwithstanding the foregoing provisions of this Section 6(o6(n), in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall use commercially reasonable efforts to cause a new Registration Statement covering the Registrable Securities to be filed with the SEC as soon as reasonably practicablepracticable after such Material Development Condition ceases to exist or, but no later than if sooner, as soon as practicable after the expiration of such ninety (90) days from the Delay Noticeday period.

Deferral Period. With respect to any Registration Statement filed or to be filed pursuant to Section 2, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company’s 's control of any required financial statements or other material informationstatements, or any other event or condition material of similar significance to the Company or any subsidiary) to be materially disadvantageous (a "Material Development Condition") to the Company to proceed with such Registration Statement or that the Company is required by applicable law, rules or regulations not to proceed with the Registration Statement or to suspend its effectiveness (a “Material Development Condition”)Statement, then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “"Delay Notice”") from an officer of the Company to the Holders’ RepresentativePlacement Agent, as the representative of the Purchasers, (i) to cause sales of Registrable Securities by the Purchasers pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspended, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to the Holders’ RepresentativePlacement Agent, as the representative of the Purchasers). Notwithstanding the foregoing provisions of this Section 6(o), (1) in no event may such cessation or delay be for a period of more than forty-five (45) consecutive days from giving of its Delay Notice to the Purchasers with respect to such Material Development Condition, as above provided, or more than ninety (90) days in any twelve (12) months; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall use commercially reasonable efforts to cause a new Registration Statement covering the Registrable Securities to be filed with the SEC Commission as soon as reasonably practicablepracticable after such Material Development Condition ceases to exist or, but no later than if sooner, as practicable after the expiration of ninety such forty-five (9045) days from the Delay Noticeday period.

Deferral Period. With respect to any Registration Statement filed or to be filed pursuant to Section 2, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company’s control of any required financial statements or other material information, or any other event or condition material to the Company or any subsidiary) be materially disadvantageous to the Company to proceed with such Registration Statement or that the Company is required by applicable law, rules or regulations not to proceed with the Registration Statement or to suspend its effectiveness (a “Material Development Condition”), then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “Delay Notice”) from an officer of the Company to the Holders’ RepresentativePlacement Agent, as the representative of the Purchasers, (i) to cause sales of Registrable Securities by the Purchasers pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspended, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to the Holders’ RepresentativePlacement Agent, as the representative of the Purchasers). Notwithstanding the foregoing provisions of this Section 6(o), (1) in no event may such cessation or delay be for a period of more than sixty (60) consecutive days from giving of its Delay Notice to the Purchasers with respect to such Material Development Condition, as above provided, or more than one hundred twenty (120) days in any twelve (12) months; and (2) in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall use commercially reasonable efforts to cause a new Registration Statement covering the Registrable Securities to be filed with the SEC Commission as soon as reasonably practicablepracticable after such Material Development Condition ceases to exist or, but no later than if sooner, as practicable after the expiration of ninety such sixty (9060) days from the Delay Noticeday period.

Deferral Period. With respect to any Registration Statement filed or to be filed pursuant to Section 2, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company’s 's control of any required financial statements or other material information, or any other event or condition material to the Company or any subsidiary) be materially disadvantageous to the Company to proceed with such Registration Statement or that the Company is required by applicable law, rules or regulations not to proceed with the Registration Statement or to suspend its effectiveness (a “"Material Development Condition”"), then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “"Delay Notice”") from an officer of the Company to the Holders’ ' Representative, as the representative of the Purchasers, (i) to cause sales of Registrable Securities by the Purchasers pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspended, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to the Holders’ ' Representative, as the representative of the Purchasers). Notwithstanding the foregoing provisions of this Section 6(o6(n), in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall use commercially reasonable efforts to cause a new Registration Statement covering the Registrable Securities to be filed with the SEC as soon as reasonably practicablepracticable after such Material Development Condition ceases to exist or, but no later than if sooner, as soon as practicable after the expiration of such ninety (90) days from the Delay Noticeday period.

Deferral Period. With respect to any Registration Statement filed or to be filed pursuant to Section 2, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in reasonable anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or other material development involving the Company or any subsidiary, or the unavailability for reasons beyond the Company’s 's control of any required financial statements or other material information, or any other event or condition material to the Company or any subsidiary) be materially disadvantageous to the Company to proceed with such Registration Statement or that the Company is required by applicable law, rules or regulations not to proceed with the Registration Statement or to suspend its effectiveness (a “Material Development Condition”), then the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice that a Material Development Condition has occurred (a “Delay Notice”) from an officer of the Company to the Holders’ ' Representative, as the representative of the Purchasers, (i) to cause sales of Registrable Securities by the Purchasers pursuant to such Registration Statement to cease, (ii) to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement suspended, or (iii) in the event no such Registration Statement has yet been filed or declared effective, to delay filing or effectiveness of any such Registration Statement until, in the good faith judgment of the Company, such Material Development Condition shall be disclosed or no longer exists (notice of which the Company shall promptly deliver to the Holders’ ' Representative, as the representative of the Purchasers). Notwithstanding the foregoing provisions of this Section 6(o), in the event a Registration Statement is filed and subsequently withdrawn by reason of any existing or anticipated Material Development Condition as provided above, the Company shall use commercially reasonable efforts to cause a new Registration Statement covering the Registrable Securities to be filed with the SEC as soon as reasonably practicable, but no later than the expiration of ninety (90) days from the Delay Notice.