Common use of Deferral Clause in Contracts

Deferral. If (i) in the reasonable good faith judgment of the Board of Directors, the filing or the effectiveness or availability of a Registration Statement covering the Registrable Securities (A) would be materially detrimental to NewCo due to the early disclosure of information relating to the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such time, and (iii) NewCo furnishes to IAC a certificate signed by the Chairperson of the Audit Committee of NewCo stating that, in the reasonable good faith judgment of the Board of Directors, it would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement, then NewCo shall have the right, by written notice to IAC, to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five (75) days after receipt of the Demand Notice (or such shorter period that the Board of Directors concludes in good faith is necessary); provided, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month period.

Deferral. If (i) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the reasonable good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure SEC as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed pursuant hereto to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Parties of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 120 days in any calendar year. The filing of NewCo a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to defer make sales pursuant to an effective registration statement cannot be suspended, pursuant to the filing or suspend provisions of the effectiveness or availability of such Registration Statementimmediately preceding sentence, then NewCo shall have the right, by written notice to IAC, to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five (75) 15 days after receipt the abandonment or consummation of any of the Demand Notice (foregoing proposals or such shorter period that transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors concludes in good faith is necessary); provided, however, that NewCo shall not defer its obligation in pursuant to the immediately preceding sentence of this manner more than twice in any twelve (12)-month periodSection 5.3.

Deferral. If (i) in the reasonable good faith judgment of the Board of DirectorsDirectors of the Company, the filing or the effectiveness or availability of a Registration Statement registration statement covering the Registrable Securities (Aother than a registration statement filed pursuant to Section 1.1(b)) would be materially detrimental to NewCo due to the early Company, because such action would (1) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information relating to that the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose Company has a bona fide business purpose for preserving as confidential; or (B3) would put at material risk a then-contemplated primary offering by NewCo render the Company unable to comply with requirements under the Securities Act or the Exchange Act of NewCo Common Stock pursuant to a NewCo initiated registration statement 1934 (whether previously filed or proposed to be filedthe “Exchange Act”), (ii) and the Board of Directors of the Company concludes, as a result, that it is in the best interests of NewCo the Company to defer the filing or suspend the effectiveness or availability of such Registration Statement registration statement at such time, and (iiiii) NewCo furnishes the Company shall promptly furnish to IAC such Stockholders a certificate signed by the Chairperson President and General Counsel, if any, of the Audit Committee of NewCo Company stating that, that in the reasonable good faith judgment of the Board of DirectorsDirectors of the Company, it would be materially detrimental to NewCo the Company for such Registration Statement registration statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo the Company to defer the filing or suspend the effectiveness or availability of such Registration Statementregistration statement, then NewCo (in addition to the limitations set forth in Section 1.1(c) above) the Company shall have the right, by written notice to IAC, right to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five ninety (7590) days after receipt of the Demand Notice (or such shorter period that request of the Board of Directors concludes in good faith is necessary)Stockholders; provided, however, that NewCo the Company shall not defer its obligation in this manner more than twice once in any twelve twelve-month period; provided further that the determination of the Company to defer such filing or effectiveness shall be further confirmed by the Board of Directors at its next meeting, or, it is not so confirmed, such deferral, if still in effect, shall immediately terminate; provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (12)-month 90) day period other than pursuant to a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales. The Company shall promptly notify the Stockholders of the expiration of any period during which it exercised its rights under this Section 1.1(d). The Company agrees that, in the event it exercises its rights under this Section 1.1(d), it shall, prior to the expiration of the applicable deferral period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred registration statement.

Deferral. If (iNotwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to Section 3.1(b) or Section 3.5 hereof at any time when, in the reasonable good faith judgment of the Board of DirectorsBoard, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure SEC as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to file a registration statement, or (B) would put at material risk cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed Section 3.1(b) or proposed Section 3.5 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Board of DirectorsBoard, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto, or would otherwise be materially detrimental to NewCo for such Registration Statement the Company and its shareholder; provided that deferrals pursuant to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 180 days in any calendar year. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice the Company cannot be deferred, and the rights of holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or 30 days after the consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes in good faith is necessary); providedtransactions, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month periodunless invoked under new circumstances.

Deferral. If (i) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to Section 3.1.2 hereof at any time when, in the reasonable good faith judgment of the Board of DirectorsBoard, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure SEC as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to file a registration statement, or (B) would put at material risk cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed Section 3.1 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Board of DirectorsBoard, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 180 days in any calendar year. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice the Company cannot be deferred, and the rights of holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or 30 days after the consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes in good faith is necessary); providedtransactions, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month periodunless invoked under new circumstances.

Deferral. If (iNotwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Section 13(a) hereof at any time when, in the reasonable good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure Commission as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed this Section 13 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; PROVIDED that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 180 days in any calendar year. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice the Company cannot be deferred, and the rights of Holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or 30 days after the consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes transactions or, in good faith is necessary); providedany event, however, that NewCo shall not defer its obligation in this manner for more than twice in any twelve (12)-month period30 days after the date of the Board's determination pursuant to the immediately preceding sentence of this Section 13(a)(5).

Deferral. If The Company shall be entitled to postpone the filing of any Demand Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2.1, delay a request for effectiveness of any such Demand Registration Statement, or suspend the use of any effective Demand Registration Statement under this Section 2.1, for a reasonable period of time, but not in excess of forty-five (i45) days (a "DELAY PERIOD"), if the board of directors of the Company determines that, in the reasonable its good faith judgment of the Board of Directorsjudgment, the filing or the effectiveness or availability registration and distribution of a Registration Statement covering the Registrable Securities (A) covered or to be covered by such Demand Registration Statement would be materially detrimental to NewCo due to the early Company or would require the disclosure of material, non-public information relating by the Company in the Demand Registration Statement with respect to which the businessboard of directors of the Company believes that the Company has a bona fide business purpose for preserving confidentiality, financial condition or results and the Company promptly gives the Initiating Holders a written certificate signed by an executive officer of operation the Company notifying such Holders of NewCo such determination and an approximation of the period of the anticipated delay; provided, however, that NewCo is (i) the aggregate number of days included in all Delay Periods during any consecutive twelve (12) months shall not otherwise then obligated to disclose or exceed the aggregate of ninety (B90) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed to be filed), days and (ii) a period of at least ninety (90) days shall elapse between the Board termination of Directors concludes, as a result, that it is in any Delay Period and the best interests commencement of NewCo to defer the immediately succeeding Delay Period. If the Company shall so postpone the filing or suspend the effectiveness or availability of such Registration Statement at such time, and (iii) NewCo furnishes to IAC a certificate signed by the Chairperson of the Audit Committee of NewCo stating that, in the reasonable good faith judgment of the Board of Directors, it would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Demand Registration Statement, then NewCo the Initiating Holders shall have the right, right to withdraw the Request Notice by giving written notice to IAC, to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventywithin forty-five (7545) days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Notice Registrations which the Company is obligated to effect pursuant to Section 2.1(b)). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be entitled to initiate a Delay Period unless it shall (or A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such shorter period other security holders under registration statements covering securities held by such other security holders and (B) in the case of a delay arising as a result of the potential for premature disclosure of material information, in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by directors and executive officers of the Company during such Delay Period. Upon receipt of a written notice from the Company of a Delay Period, the Holders shall forthwith discontinue disposition of all Registrable Securities pursuant to the Demand Registration Statement and suspend use of any prospectus forming a part thereof until the Company notifies the Holders that the Board Delay Period is no longer in effect, and, if so directed by the Company, deliver to the Company all copies in their possession of Directors concludes in good faith is necessary); provided, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month periodsuch prospectus.

Deferral. If (i) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to Section 3.1.2 at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of the Company, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure SEC as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to file a registration statement, or (B) would put at material risk cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed Section 3.1 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of the Company, it would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and reasonably believes that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statementregistration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, then NewCo shall have the rightmerger, by written notice to IACrecapitalization, to defer such filing consolidation, reorganization or suspend the effectiveness similar transaction or availability of such Registration Statement for a period of not more than seventy-five (75) days after receipt of the Demand Notice (negotiations, discussions or such shorter period that the Board of Directors concludes in good faith is necessary)pending proposals with respect thereto; provided, however, that NewCo deferrals pursuant to this sentence shall not defer its obligation exceed, in this manner the aggregate, 180 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence for more than twice in 30 days after the abandonment or the consummation of any twelve (12)-month periodof the foregoing proposals or transactions, unless invoked under new circumstances.

Deferral. If (i) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to Section 2 hereof at any time when, in the reasonable good faith judgment of the Board of DirectorsCompany, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company’s financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure SEC as part of information relating to the businessCompany’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to file a registration statement, or (B) would put at material risk cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed Section 2 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Board of DirectorsCompany, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 180 days in any calendar year. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice the Company cannot be deferred, and the rights of holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or 30 days after the consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes in good faith is necessary); providedtransactions, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month periodunless invoked under new circumstances.

Deferral. If (i) Notwithstanding anything to the contrary contained herein, Holdings shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to Section 3,1.2 at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of Holdings, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit Holdings to include in the registration statement Holdings’s financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by Holdings cannot be deferred pursuant to the Registrable Securities provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure SEC as part of information relating to Holdings’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the businesscase may be, financial condition or results of operation of NewCo that NewCo is not otherwise if Holdings were then obligated to disclose file such reports. Notwithstanding anything to the contrary contained herein, Holdings shall not be obligated to file a registration statement, or (B) would put at material risk cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed Section 3.1 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of Holdings, it would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and reasonably believes that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statementregistration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, then NewCo shall have the rightmerger, by written notice to IACrecapitalization, to defer such filing consolidation, reorganization or suspend the effectiveness similar transaction or availability of such Registration Statement for a period of not more than seventy-five (75) days after receipt of the Demand Notice (negotiations, discussions or such shorter period that the Board of Directors concludes in good faith is necessary)pending proposals with respect thereto; provided, however, that NewCo deferrals pursuant to this sentence shall not defer its obligation exceed, in this manner the aggregate, 90 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto, by Holdings cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence for more than twice in 30 days after the abandonment or the consummation of any twelve (12)-month periodof the foregoing proposals or transactions, unless invoked under new circumstances.

Deferral. If (iNotwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Section 1(a) hereof at any time when, in the reasonable good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure Commission as part of information relating to the businessCompany's Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed this Section 1(a) to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 90 days in any calendar year. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice the Company cannot be deferred, and the rights of Holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or 30 days after the consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes transactions or, in good faith is necessary); providedany event, however, that NewCo shall not defer its obligation in this manner for more than twice in any twelve (12)-month period30 days after the date of the Board's determination pursuant to the immediately preceding sentence of this Section 1(a)(5).

Deferral. If The Company may defer the filing of a Demand Registration until a date not later than one hundred eighty (180) days after the Required Filing Date (or, if longer, one hundred eighty (180) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) in at the reasonable good faith judgment of time the Board of DirectorsCompany receives the Demand Request, the filing Company or the effectiveness any of its Subsidiaries are engaged in confidential negotiations or availability other confidential business activities, disclosure of a Registration Statement covering the Registrable Securities (A) which would be materially detrimental to NewCo due to the early disclosure of information relating to the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated required in such registration statement (whether previously filed or proposed to but would not be required if such registration statement were not filed), (ii) and the Board of Directors concludesof the Company determines in good faith that such disclosure would be materially adverse to the Company and its stockholders, as or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a resultregistered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, that it but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 1.3 shall be lifted, and the requested registration statement shall be filed within 30 days of such lifting of the deferral, if, in the best interests case of NewCo a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is abandoned or delayed by the Company. In order to defer the filing or suspend of a registration statement pursuant to this Section 1.3, the effectiveness or availability of Company shall promptly (but in any event within ten (10) days), upon determining to seek such Registration Statement at such timedeferral, and (iii) NewCo furnishes deliver to IAC the Purchaser a certificate signed by the Chairperson an executive officer of the Audit Committee of NewCo Company stating that, in that the reasonable good faith judgment Company is deferring such filing pursuant to this Section 1.3 and a general statement of the Board of Directors, it would be materially detrimental to NewCo reason for such Registration Statement to be filed or to be declared effective or available in deferral and an approximation of the near future and that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement, then NewCo shall have the right, by written notice to IAC, to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five anticipated delay. Within twenty (7520) days after receipt of receiving such certificate, the Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Notice (or such shorter period that the Board Request shall be deemed not to have been made for all purposes of Directors concludes in good faith is necessary); provided, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month periodAgreement.

Deferral. If Notwithstanding the foregoing, (i) the Company shall not be obligated to register or qualify Registrable Securities for sale and distribution pursuant to this Section 2: (a) if, within ten (10) days of the receipt of the Investor’s request to register any Registrable Securities under Section 2, the Company gives notice to the Investor of its bona fide intention to effect the filing for its own account of a registration statement of Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its best efforts to cause that registration statement to become effective within sixty (60) days of the initial filing; provided, further, that the Investor is entitled to join such registration subject to Section 3 of this Schedule; (b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any registration statement pertaining to Ordinary Shares of the Company filed pursuant to this Schedule, including without limitation Section 3 of this Schedule; or (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting the proposed registration or qualification, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, and (ii) if the Company shall furnish to the Investor pursuant to this Section 2, a certificate signed by the chief executive officer of the Company stating that in the reasonable good faith judgment of the Board of Directors, the filing or the effectiveness or availability of a Registration Statement covering the Registrable Securities (A) would be materially detrimental to NewCo due to the early disclosure of information relating to the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such time, and (iii) NewCo furnishes to IAC a certificate signed by the Chairperson of the Audit Committee of NewCo stating that, in the reasonable good faith judgment of the Board of DirectorsBoard, it would be materially detrimental to NewCo the Company and its shareholders for such Registration Statement a registration statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of at such Registration Statementtime, then NewCo the Company shall have the right, by written notice to IAC, right to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five ninety (7590) days after receipt of the Demand Notice (or such shorter period that request of the Board of Directors concludes in good faith is necessary)Investor; provided, however, that NewCo shall the Company may not defer its obligation in utilize this manner right more than twice once in any twelve (12)-month 12) month period; provided further, that the Company shall not register any other of its Ordinary Shares during such twelve- (12-) month period. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

Deferral. If (i) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to Section 3.1.2 at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of the Company, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure SEC as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to file a registration statement, or (B) would put at material risk cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed Section 3.1 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of the Company, it would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and reasonably believes that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statementregistration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, then NewCo shall have the rightmerger, by written notice to IACrecapitalization, to defer such filing consolidation, reorganization or suspend the effectiveness similar transaction or availability of such Registration Statement for a period of not more than seventy-five (75) days after receipt of the Demand Notice (negotiations, discussions or such shorter period that the Board of Directors concludes in good faith is necessary)pending proposals with respect thereto; provided, however, that NewCo deferrals pursuant to this sentence shall not defer its obligation exceed, in this manner more than twice the aggregate, 120 days in any twelve (12)-month period.twelve-

Deferral. If (i) in Notwithstanding the reasonable good faith judgment foregoing, the Company shall not be obligated to effect, or to take any action to effect, any Registration pursuant to this Clause 2.1: (1) if, within ten (10) days of the Board receipt of Directorsany request of JOYY to Register any Registrable Securities under Clause 2.1(a) or Clause 2.1(b), the Company gives notice to JOYY of its bona fide intention to effect the filing or the effectiveness or availability for its own account of a Registration Statement covering of Ordinary Shares within sixty (60) days of receipt of that request; provided that the Registrable Securities Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (A60) days of receipt of that request; provided, further, that JOYY is entitled to join such Registration in accordance with Clause 2.2 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to Ordinary Shares other than an Exempt Registration; provided that JOYY is entitled to join such Registration in accordance with Clause 2.2; or (3) in any jurisdiction in which the Company would be materially detrimental required to NewCo due execute a general consent to service of process in effecting such Registration or qualification, unless the early disclosure Company is already subject to service of information relating to process in such jurisdiction and except as may be required by the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed to be filed), Securities Act. (ii) If, after receiving a request from JOYY pursuant to Clause 2.1(a) or Clause 2.1(b), the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such time, and (iii) NewCo Company furnishes to IAC JOYY a certificate signed by the Chairperson chief executive officer of the Audit Committee of NewCo Company stating that, in the reasonable good faith judgment of the Board its board of Directorsdirectors, it would be materially detrimental to NewCo the Company or its members for such a Registration Statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statementfuture, then NewCo the Company shall have the right, by written notice to IAC, right to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of during which such filing would be materially detrimental; provided that the Company may not utilize this right for more than seventy-five ninety (7590) days after receipt of the Demand Notice on any one occasion or more than once during any twelve (or such shorter period that the Board of Directors concludes in good faith is necessary)12) month period; provided, howeverfurther, that NewCo shall the Company may not defer Register any other its obligation in this manner more than twice in any twelve securities during such period (12)-month periodexcept for Exempt Registrations).

Deferral. If The right of the Holders to use the Registration Statement (and the prospectus relating thereto) shall be suspended for a period or periods (the “Suspension Period”) of not more than thirty (30) days in any single instance and not more than sixty (60) days in the aggregate during any twelve (12) month period after delivery by the Company to the Holders of (i) in the reasonable good faith judgment of the Board of Directors, the filing a Required Notice; or the effectiveness or availability of a Registration Statement covering the Registrable Securities (A) would be materially detrimental to NewCo due to the early disclosure of information relating to the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such time, and (iii) NewCo furnishes to IAC a certificate signed by the Chairperson President or Chief Executive Officer of the Audit Committee Company certifying that the Board has made the good-faith determination (A) that continued use by the Holders of NewCo stating thatthe Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the reasonable good faith judgment Registration Statement or prospectus of material, nonpublic information concerning the Board of DirectorsCompany, it its business or prospects or any proposed material transaction involving the Company, (B) that such premature disclosure would be materially detrimental adverse to NewCo for the Company, its business or prospects or any such Registration Statement to be filed proposed material transaction or to be declared effective or available in would make the near future successful consummation by the Company of any such material transaction significantly less likely and (C) that it is, therefore, in the best interests of NewCo is therefore essential to defer the filing or suspend the effectiveness or availability of such Registration Statement, then NewCo shall have use by the right, by written notice to IAC, to defer such filing or suspend the effectiveness or availability Holders of such Registration Statement and prospectus for purposes of effecting offers or sales of Registrable Shares pursuant thereto. A Required Notice and the certificate described in subsection (ii) above are each referred to herein as a period of not more than seventy-five (75) days after “Suspension Notice.” Upon receipt of a Suspension Notice, each Holder agrees not to sell any Registrable Securities pursuant to the Demand Notice (or Registration Statement until such shorter period Holder is advised in writing by the Company that the Board Registration Statement and related prospectus may be used, and has received copies of Directors concludes any additional or supplemental filings that are incorporated or deemed incorporated by reference in good faith such Registration Statement and related prospectus (the “Advice”). Each Holder shall keep the fact of any Suspension Notice delivered by the Company and its contents confidential. The Company agrees and acknowledges that any periods during which the Holder is necessary); provided, however, that NewCo required to discontinue the disposition of the Registrable Securities hereunder beyond the Suspension Period shall not defer its obligation in this manner more than twice in any twelve (12)-month periodbe subject to the provisions of Section 2.2.

Deferral. If (i) in Notwithstanding the reasonable good faith judgment of the Board of Directorsforegoing, the filing or the effectiveness or availability of a Registration Statement covering the Registrable Securities (A) would be materially detrimental to NewCo due if AEC shall furnish to the early disclosure of information relating Purchaser in response to the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk Purchaser's request for a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Demand Registration Statement at such time, and (iii) NewCo furnishes to IAC a certificate signed by the Chairperson Chairman, President and Chief Executive Offer of the Audit Committee of NewCo AEC stating that, in the reasonable good faith judgment of that the Board of DirectorsDirectors of AEC has, by duly authorized resolution, determined in good faith that it would be materially seriously detrimental to NewCo AEC and its shareholders for such Registration Statement registration statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo is therefore essential to defer the filing or suspend the effectiveness or availability of such Registration Statementregistration statement, then NewCo AEC shall have the right, by written notice to IAC, right to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five ninety (7590) days after receipt of the request for a Demand Notice Registration. The Purchaser acknowledges that it would be seriously detrimental to AEC and its shareholders for such registration statement to be filed and therefore essential to defer such filing if, among other things, such filing would impose an undue burden upon the ability of AEC to proceed with any reorganization, merger, consolidation or acquisition of the securities or assets of another firm or corporation or disposition of the securities or assets of AEC or a public offering by AEC of Common Stock or other securities of AEC registered under the Securities Act which, in each case, is material to AEC (a "Material Transaction"). If AEC shall have delivered the certificate referred to above and thereafter shall have entered into a definitive agreement or filed a registration statement or a proxy statement in connection with a Material Transaction, AEC shall, upon written notice to the Purchaser, have the right to defer the filing of the registration statement requested to be filed by the Purchaser for whatever additional time period (but in no event longer than forty-five (45) days) from the expiration of the initial ninety (90)-day extension period referred to above as is reasonably necessary to enable AEC to satisfy its disclosure obligations under the Securities Act in such shorter period that registration statement with respect to the Board Material Transaction. AEC may not utilize this rigt to defer the filing of Directors concludes in good faith is necessary); provided, however, that NewCo shall not defer its obligation in this manner a registration statement more than twice once in any twelve (12)-month period.

Deferral. If Notwithstanding the foregoing, but subject to the immediately following sentence, the Company may delay by up to 60 consecutive days, as appropriate (the "Delay Period") the filing dates of the Initial Automatic Shelf Registration Statements and following the effective dates thereof , the Company may, from time to time, suspend the effectiveness of such Initial Automatic Shelf Registration Statement for up to 60 consecutive days, as appropriate (a "Suspension Period"), in each case by giving written notice to the Purchaser, if the Board shall have determined, in its reasonable judgment, that the Company shall be required to disclose any material corporate development which disclosure would have a material effect on the Company in light of its current or future business plans ("Material Information"). Notwithstanding the foregoing to the contrary, (i) the total number of days in which a Delay Period or Suspension Period is in effect shall not, in the reasonable good faith judgment aggregate, exceed 120 days during any consecutive 365-day period (the "Suspension Limit") and (ii) a Suspension Period or Delay Period shall not begin until 30 days after the completion of a Suspension Period or Delay Period. The Purchaser agrees that, upon receipt of any written notice from the Company of a Suspension Period, the Purchaser shall forthwith discontinue disposition of shares during any Suspension Period through the Shelf Registration until the Purchaser (i) is advised in writing by the Company that the use of the Board applicable prospectus may be resumed, (ii) has received copies of Directorsa supplemental or amended prospectus, if applicable, and/or (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. During any Delay Period or Suspension Period, the filing Purchaser agrees to maintain in confidence and not to disclose to any other person the fact of such Delay Period or Suspension Period or any other information concerning it (including, without limitation, the effectiveness or availability of a Registration Statement covering notice from the Registrable Securities Company relating thereto) until such time as (A) would be materially detrimental to NewCo due to the early disclosure such information becomes a matter of information relating to the businesspublic record (whether by virtue of its inclusion in such registration statement or otherwise), financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock the Purchaser shall be required to so disclose such information pursuant to a NewCo initiated registration statement subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (whether previously filed or proposed subject to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability requirements of such Registration Statement at such timeorder, and (iii) NewCo furnishes to IAC a certificate signed by only after the Chairperson of Purchaser shall have given the Audit Committee of NewCo stating that, in the reasonable good faith judgment of the Board of Directors, it would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability Company prompt prior written notice of such Registration Statement, then NewCo shall have the right, by written notice to IAC, to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five (75) days after receipt of the Demand Notice (or such shorter period that the Board of Directors concludes in good faith is necessaryrequirement); provided, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month period.

Deferral. If (iNotwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Section 1(a) hereof at any time when, in the reasonable good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure Commission as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed this Section 1(a) to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 180 days in any calendar year. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice the Company cannot be deferred, and the rights of Holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or 30 days after the consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes transactions or, in good faith is necessary); providedany event, however, that NewCo shall not defer its obligation in this manner for more than twice in any twelve (12)-month period30 days after the date of the Board's determination pursuant to the immediately preceding sentence of this Section 1(a)(5).

Deferral. If (i) Notwithstanding any other provision of this Article III, in connection with any Offering, if the Company shall furnish to Selling Holders a certificate signed by the Chairman of the Board or the Chief Executive Officer of the Company stating that in the reasonable good faith judgment of the Board or the Chief Executive Officer it would be (because of Directorsthe existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of significance to the Company) significantly disadvantageous (a "Disadvantageous Condition") to the Company and its shareholders for any Registration Statement and/or Hong Kong Filing to be maintained effective, to be filed and become effective, or to be made (as the case may be), the filing or Company shall be entitled to cause such Registration Statement and/or Hong Kong Filing to be withdrawn and the effectiveness or availability of a Registration Statement covering the Registrable Securities (A) would be materially detrimental to NewCo due to the early disclosure of information relating to the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timeand/or Hong Kong Filing to be terminated, and (iii) NewCo furnishes to IAC a certificate signed by the Chairperson of the Audit Committee of NewCo stating thator, in the reasonable event no Registration Statement or Hong Kong Filing has yet been filed or made (as the case may be), shall be entitled not to file any such Registration Statement and/or make any such Hong Kong Filing, until in the good faith judgment of the Board or the Chief Executive Officer such Disadvantageous Condition no longer exists (notice of Directorswhich the Company shall promptly deliver to the Selling Holders). Upon receipt of any such notice of a Disadvantageous Condition, it would be materially detrimental to NewCo for any Selling Holder shall forthwith discontinue use of the Prospectus contained in any such Registration Statement to be and/or any other documents filed or prepared in relation to be declared effective any Hong Kong Filing ("Hong Kong Relevant Documents") and, if so directed by the Company, any such Selling Holder shall deliver to the Company all copies, other than permanent file copies then in such Selling Holder's possession, of the Prospectus or available in any Hong Kong Relevant Documents then covering such Registrable Securities current at the near future and that it istime of receipt of such notice, thereforeand, in the best interests event no Registration Statement and/or Hong Kong Filing has yet been filed or made, all drafts of NewCo the Prospectus or any Hong Kong Relevant Documents covering such Registrable Securities. To the extent that any Disadvantageous Condition arises out of circumstances within the Company's control, the Company shall use its reasonable commercial efforts to defer complete any such acquisition or financing activity or otherwise remove such Disadvantageous Condition as promptly as reasonably practical; provided that such action shall not impair the filing or suspend Company's ability to resolve such Disadvantageous Condition on a basis advantageous to the effectiveness or availability Company. Upon termination of such Disadvantageous Condition, the Company shall use its reasonable commercial efforts to file or make such Registration Statement, then NewCo Statement and/or Hong Kong Filing as promptly as practicable. The Company shall have the right, by written notice to IAC, right to defer such any filing or suspend the effectiveness or availability of such Registration Statement pursuant to this Section 3.04(f) for a period of not more than seventy-five one hundred and eighty (75180) days after receipt of the Demand Notice (or such shorter period that the Board of Directors concludes in good faith is necessary)days; provided, however, that NewCo shall the Company may not defer its obligation in utilize this manner right more than twice once in any twelve (12)-month period.

Deferral. If (iNotwithstanding anything to the contrary contained herein, the Issuers shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Section 1(a) at any time when, in the reasonable good faith judgment of the Company's Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure Commission as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained herein, the Issuers shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed this Section 1(a) to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Company's Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 90 days in any calendar year. The filing of NewCo a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the rights of Holders of Registrable Securities to defer make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence for more than 15 days after the abandonment or 30 days after the consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the Company's Board of Directors' determination pursuant to the immediately preceding sentence of this Section 1(a)(5). In no event shall the Holders be entitled to request a Demand Registration (i) within 180 days from the effectiveness of a registration statement filed pursuant to the exercise of a Demand Registration Statement or (ii) within 60 days of the filing or suspend of any registration statement by the effectiveness or availability of such Registration Statement, then NewCo shall have Company under which the right, by written notice Holders would be entitled to IAC, to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventypiggy-five (75) days after receipt of the Demand Notice (or such shorter period that the Board of Directors concludes in good faith is necessary); provided, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month periodback registration rights hereunder.

Deferral. If (i) Notwithstanding anything in the reasonable good faith judgment of the Board of Directors, the filing or the effectiveness or availability of a Registration Statement covering the Registrable Securities (A) would be materially detrimental to NewCo due this Agreement to the early disclosure of information relating contrary, if the Company shall furnish to the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such time, and (iii) NewCo furnishes to IAC selling Purchasers a certificate signed by the Chairperson President or Chief Executive Officer of the Audit Committee Company stating that the Board has made the good faith determination that either: (A) any event or circumstance has occurred or will occur, which upon the advice of NewCo stating thatcounsel, necessitates the making of any changes in any Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that in the reasonable good faith judgment of the Board of Directors, it would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability case of such Registration Statement, then NewCo shall have it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the rightstatements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a 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 (B) (i) continued use by written notice the selling Purchasers of a Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in such Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company; (ii) such premature disclosure would be materially adverse to IACthe Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely; and (iii) it is therefore essential to defer such filing or suspend the effectiveness or availability use by the Purchasers of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Purchasers to use such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than seventy-five (75) 30 calendar days after receipt delivery by the Company of the Demand Notice (or such shorter period that the Board of Directors concludes certificate referred to above in good faith is necessary)this Section 11; provided, however, however that NewCo the Company shall not defer its obligation in this manner be entitled to no more than twice two such Suspension Periods during any 12-month period. During the Suspension Period, none of the Purchasers shall offer or sell, or attempt to offer or sell, any Registrable Shares pursuant to or in reliance upon the Registration Statement (or the prospectus relating thereto). The Company shall use reasonable best efforts to terminate any twelve (12)-month periodSuspension Period as promptly as practicable.

Deferral. If (iNotwithstanding anything to the contrary contained herein, Holdings shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Section 7(a) hereof at any time when, in the reasonable good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit Holdings to include in the registration statement Holdings' financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by Holdings cannot be deferred pursuant to the Registrable Securities provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure Commission as part of information relating to Holdings' Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the businesscase may be, financial condition or results of operation of NewCo that NewCo is not otherwise if Holdings were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained herein, Holdings shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed this Section 13 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 120 days in any calendar year. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice Holdings cannot be deferred, and the rights of Holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes transac- tions or, in good faith is necessary); providedany event, however, that NewCo shall not defer its obligation in this manner for more than twice in any twelve 30 days after the date of the Board's determination pursuant to the immediately preceding sentence of this Section 7 (12)-month perioda) (5).

Deferral. If (i) Notwithstanding anything to the contrary contained herein, NewCo shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to Section 3.1.2 at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of NewCo, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit NewCo to include in the registration statement NewCo’s financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by NewCo cannot be deferred pursuant to the Registrable Securities provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to be filed with the SEC as part of NewCo’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if NewCo due to the early disclosure of information relating to the business, financial condition or results of operation of NewCo that NewCo is not otherwise were then obligated to disclose file such reports. Notwithstanding anything to the contrary contained herein, NewCo shall not be obligated to file a registration statement, or (B) would put at material risk cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed Section 3.1 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of NewCo, it would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and reasonably believes that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statementregistration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, then NewCo shall have the rightmerger, by written notice to IACrecapitalization, to defer such filing consolidation, reorganization or suspend the effectiveness similar transaction or availability of such Registration Statement for a period of not more than seventy-five (75) days after receipt of the Demand Notice (negotiations, discussions or such shorter period that the Board of Directors concludes in good faith is necessary)pending proposals with respect thereto; provided, however, that NewCo deferrals pursuant to this sentence shall not defer its obligation exceed, in this manner the aggregate, 90 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto, by NewCo cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence for more than twice in 30 days after the abandonment or the consummation of any twelve (12)-month periodof the foregoing proposals or transactions, unless invoked under new circumstances.

Deferral. If (iNotwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Section 1(a) at any time when, in the reasonable good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure Commission as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed this Section 1(a) to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 90 days in any calendar year. The filing of NewCo a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the rights of Holders of Registrable Securities to defer make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence for more than 15 days after the abandonment or 30 days after the consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the Company's Board of Directors' determination pursuant to the immediately preceding sentence of this Section 1(a)(5). In no event shall the Holders be entitled to request a Demand Registration (i) within 180 days from the effectiveness of a registration statement filed pursuant to the exercise of a Demand Registration Statement or (ii) within 60 days of the filing or suspend of any registration statement by the effectiveness or availability of such Registration Statement, then NewCo shall have Company under which the right, by written notice Holders would be entitled to IAC, to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventypiggy-five (75) days after receipt of the Demand Notice (or such shorter period that the Board of Directors concludes in good faith is necessary); provided, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month periodback registration rights hereunder.

Deferral. If (i) in the reasonable good faith judgment of the Board of DirectorsDirectors of the Company, the filing or the effectiveness or availability of a Registration Statement registration statement covering the Registrable Securities (Aother than a registration statement filed pursuant to Section 1.1(b)) would be materially detrimental to NewCo due to the early Company, because such action would (1) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information relating to that the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose Company has a bona fide business purpose for preserving as confidential; or (B3) would put at material risk a then-contemplated primary offering by NewCo render the Company unable to comply with requirements under the Securities Act or the Exchange Act of NewCo Common Stock pursuant to a NewCo initiated registration statement 1934 (whether previously filed or proposed to be filedthe "Exchange Act"), (ii) and the Board of Directors of the Company concludes, as a result, that it is in the best interests of NewCo the Company to defer the filing or suspend the effectiveness or availability of such Registration Statement registration statement at such time, and (iiiii) NewCo furnishes the Company shall promptly furnish to IAC such Stockholders a certificate signed by the Chairperson President and General Counsel, if any, of the Audit Committee of NewCo Company stating that, that in the reasonable good faith judgment of the Board of DirectorsDirectors of the Company, it would be materially detrimental to NewCo the Company for such Registration Statement registration statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo the Company to defer the filing or suspend the effectiveness or availability of such Registration Statementregistration statement, then NewCo (in addition to the limitations set forth in Section 1.1(c) above) the Company shall have the right, by written notice to IAC, right to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five ninety (7590) days after receipt of the Demand Notice (or such shorter period that request of the Board of Directors concludes in good faith is necessary)Stockholders; provided, however, that NewCo the Company shall not defer its obligation in this manner more than twice once in any twelve twelve-month period; provided further that the determination of the Company to defer such filing or effectiveness shall be further confirmed by the Board of Directors at its next meeting, or, it is not so confirmed, such deferral, if still in effect, shall immediately terminate; provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (12)-month 90) day period other than pursuant to a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales. The Company shall promptly notify the Stockholders of the expiration of any period during which it exercised its rights under this Section 1.1(d). The Company agrees that, in the event it exercises its rights under this Section 1.1(d), it shall, prior to the expiration of the applicable deferral period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred registration statement.

Deferral. If (iNotwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Section 13(a) hereof at any time when, in the reasonable good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration state- ment by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure Commission as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form l0-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed this Section 13 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 120 days in any calendar year. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice the Company cannot be deferred, and the rights of Holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes transactions or, in good faith is necessary); providedany event, however, that NewCo shall not defer its obligation in this manner for more than twice in any twelve (12)-month period30 days after the date of the Board's determination pursuant to the immediately preceding sentence of this Section 1(a)(5).

Deferral. If (iNotwithstanding anything to the contrary contained in this Section 1(a), the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Section 1(a) hereof at any time when, in the reasonable good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company’s financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure Commission as part of information relating to the businessCompany’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed this Section 1(a) to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, ninety (90) days in any 365-day period. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice the Company cannot be deferred, and the rights of Holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five fifteen (7515) days after receipt the abandonment or thirty (30) days after the consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes transactions or, in good faith is necessary); providedany event, however, that NewCo shall not defer its obligation in this manner for more than twice in any twelve thirty (12)-month period30) days after the date of the Board’s determination pursuant to the immediately preceding sentence of this Section 1(a)(5).

Deferral. If Notwithstanding the foregoing, (i) the Company shall not be obligated to register or qualify Registrable Securities for sale and distribution pursuant to this Section 2: (a) if, within ten (10) days of the receipt of the Investor’s request to register any Registrable Securities under Section 2, the Company gives notice to the Investor of its bona fide intention to effect the filing for its own account of a registration statement of Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its best efforts to cause that registration statement to become effective within sixty (60) days of the initial filing; provided, further, that the Investor is entitled to join such registration subject to Section 3 of this Schedule; (b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any registration statement pertaining to Ordinary Shares of the Company filed pursuant to this Schedule, including without limitation Section 3 of this Schedule; or (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting the proposed registration or qualification, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, and (ii) if the Company shall furnish to the Investor pursuant to this Section 2, a certificate signed by the chief executive officer of the Company stating that in the reasonable good faith judgment of the Board of Directors, the filing or the effectiveness or availability of a Registration Statement covering the Registrable Securities (A) would be materially detrimental to NewCo due to the early disclosure of information relating to the business, financial condition or results of operation of NewCo that NewCo is not otherwise then obligated to disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to a NewCo initiated registration statement (whether previously filed or proposed to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such time, and (iii) NewCo furnishes to IAC a certificate signed by the Chairperson of the Audit Committee of NewCo stating that, in the reasonable good faith judgment of the Board of DirectorsBoard, it would be materially detrimental to NewCo the Company and its shareholders for such Registration Statement a registration statement to be filed or to be declared effective or available in the near future and that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of at such Registration Statementtime, then NewCo the Company shall have the right, by written notice to IAC, right to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five ninety (7590) days after receipt of the Demand Notice (or such shorter period that request of the Board of Directors concludes in good faith is necessary)Investor; provided, however, that NewCo shall the ​ ​ ​ Company may not defer its obligation in utilize this manner right more than twice once in any twelve (12)-month 12) month period; provided further, that the Company shall not register any other of its Ordinary Shares during such twelve- (12-) month period. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

Deferral. If (iNotwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Section 1(a) hereof at any time when, in the reasonable good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company’s financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure Commission as part of information relating to the businessCompany’s Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose or (B) would put at material risk file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed this Section 1(a) to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson Holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 90 days in any calendar year. The filing of NewCo to defer the filing a registration statement, or suspend the effectiveness any amendment or availability of such Registration Statement, then NewCo shall have the rightsupplement thereto, by written notice the Company cannot be deferred, and the rights of Holders of Registrable Securities to IACmake sales pursuant to an effective registration statement cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or 30 days after the consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes transactions or, in good faith is necessary); providedany event, however, that NewCo shall not defer its obligation in this manner for more than twice in any twelve (12)-month period30 days after the date of the Board’s determination pursuant to the immediately preceding sentence of this Section 1(a)(5).

Deferral. If (i) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement or listing pursuant to Section 3.1.2 hereof at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of the Company, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement or availability listing documents the Company's financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by the Registrable Securities Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure SEC as part of information relating to the businessCompany's Annual Report on Form 10-K or Quarterly Report on Form 1 0-Q, financial condition or results of operation of NewCo that NewCo is not otherwise as the case may be, if the Company were then obligated to disclose file such reports. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to file a registration statement, or (B) would put at material risk cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed Section 3.1 to become effective, or proposed to be filed), (ii) the Board cause or maintain any listing of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timeany Registrable Securities, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective or comparable listing documents, at any time when, in the reasonable good faith judgment of the Board of DirectorsBoard, it reasonably believes that the effectiveness of such registration statement or the offering of securities would be materially detrimental adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that it is, thereforethis sentence shall not exceed, in the best interests aggregate, 180 days in any calendar year. The filing of NewCo to defer the filing a registration statement or suspend the effectiveness listing of any Ordinary Shares, or availability of such Registration Statement, then NewCo shall have the rightany amendment or supplement thereto, by written notice the Company cannot be deferred, and the rights of holders of Registrable Securities to IACmake sales pursuant to an effective registration statement or through an effective listing cannot be suspended, pursuant to defer such filing or suspend the effectiveness or availability provisions of such Registration Statement the immediately preceding sentence for a period of not more than seventy-five (75) 15 days after receipt the abandonment or 30 days after the consummation of any of the Demand Notice (foregoing proposals or such shorter period that the Board of Directors concludes in good faith is necessary); providedtransactions, however, that NewCo shall not defer its obligation in this manner more than twice in any twelve (12)-month periodunless invoked under new circumstances.

Deferral. If (i) Notwithstanding anything to the contrary contained herein, WireCo shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to Section 3.1.2 at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of WireCo, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit WireCo to include in the registration statement WireCo’s financial statements (and any required audit opinion thereon) for the then immediately preceding fiscal year or availability fiscal quarter, as the case may be. The filing of a Registration Statement covering registration statement by WireCo cannot be deferred pursuant to the Registrable Securities provisions of the immediately preceding sentence beyond the time that such financial statements (Aor any required audit opinion thereon) would be materially detrimental required to NewCo due to be filed with the early disclosure SEC as part of information relating to WireCo’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the businesscase may be, financial condition or results of operation of NewCo that NewCo is not otherwise if WireCo were then obligated to disclose file such reports. Notwithstanding anything to the contrary contained herein, WireCo shall not be obligated to file a registration statement, or (B) would put at material risk cause a then-contemplated primary offering by NewCo of NewCo Common Stock registration statement previously filed pursuant to a NewCo initiated registration statement (whether previously filed or proposed Section 3.1 to be filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such timebecome effective, and (iii) NewCo furnishes to IAC a certificate signed may suspend sales by the Chairperson holders of the Audit Committee of NewCo stating thatRegistrable Securities under any registration that has previously become effective, at any time when, in the reasonable good faith judgment of the Board of DirectorsDirectors of WireCo, it would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and reasonably believes that it is, therefore, in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statementregistration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, then NewCo shall have the rightmerger, by written notice to IACrecapitalization, to defer such filing consolidation, reorganization or suspend the effectiveness similar transaction or availability of such Registration Statement for a period of not more than seventy-five (75) days after receipt of the Demand Notice (negotiations, discussions or such shorter period that the Board of Directors concludes in good faith is necessary)pending proposals with respect thereto; provided, however, that NewCo deferrals pursuant to this sentence shall not defer its obligation exceed, in this manner the aggregate, 90 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto, by WireCo cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence for more than twice in 30 days after the abandonment or the consummation of any twelve (12)-month periodof the foregoing proposals or transactions, unless invoked under new circumstances.