Common use of Delay by Company Clause in Contracts

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's Board of Directors prior to the Company's receipt of the request; (ii) within 180 days prior to any such request for registration, a registration of securities of the Company has been effected in which MTI had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or transaction materially affecting the capital structure, or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify MTI in writing of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company promptly to notify MTI as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than 90 ninety (90) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's ’s Board of Directors prior to the Company's ’s receipt of the requestrequest and in such event the Company shall not be required to effect any such requested registration until one hundred eighty (180) days after the effective date of such proposed underwritten public offering; (ii) within 180 days prior to any such request for registration, a registration of securities of the Company has been effected in which MTI the Initiating Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or transaction materially affecting the capital structure, or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding 90 one hundred eighty (180) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify MTI in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company promptly to notify MTI such Holders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Securities Act pursuant to Section 1.1.1 2(a) above if (i) the Company receives a request for registration under Section 1.1.1 2(a) less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's ’s Board of Directors prior to the Company's ’s receipt of the requestrequest and in such event the Company shall not be required to effect any such requested registration until 120 days after the effective date of such proposed underwritten public offering; (ii) within 180 120 days prior to any such request for registration, a registration of securities of the Company has been effected in which MTI the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereofAgreement; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or transaction materially affecting the capital structure, structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 provision for a period not exceeding 90 120 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year). The Company shall promptly notify MTI in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3Section, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company promptly to notify MTI such Holders as soon as a demand registration may be effected, and such Holders will hold the information in confidence.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 SECTION 4.1.1 above if (i) the Company receives a such request for registration under Section 1.1.1 less than 90 within one hundred twenty (120) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's Board of Directors prior to the Company's receipt of the such request; (ii) within 180 days twelve (12) months prior to any such request for registration, a registration of securities of the Company has been effected in which MTI the Stockholders had the right to participate pursuant to this Section 1.1 SECTION 4.1 or Section 1.2 SECTION 4.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or similar transaction materially affecting the capital structure, structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 SECTION 4.1.2(iii) for a period not exceeding 90 one hundred twenty (120) days (or until such earlier time as such transaction is consummated or no longer proposed) ); and provided further, that the Company may exercise its right to delay a demand registration only defer once in any such filing pursuant to this Section 1.1.3 once per calendar yeartwelve-month period. The Company shall promptly notify MTI in writing the Stockholders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3SECTION 4.1.2, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company to promptly to notify MTI such Stockholders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's ’s Board of Directors prior to the Company's ’s receipt of the requestrequest and in such event the Company shall not be required to effect any such requested registration until 120 days after the effective date of such proposed underwritten public offering; (ii) within 180 120 days prior to any such request for registration, a registration of securities of the Company has been effected in which MTI the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 1.3 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or similar transaction materially affecting the capital structure, structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding 90 120 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify MTI in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company promptly to notify MTI such Holders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's Board of Directors prior to the Company's receipt of the request; (ii) within 180 days prior to any such request for registration, a registration of securities of the Company has been effected in which MTI had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or transaction materially affecting the capital structure, or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; providedPROVIDED, howeverHOWEVER, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify MTI in writing of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company promptly to notify MTI as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 4.1.1 above if (i) the Company receives a such request for registration under Section 1.1.1 less than 90 within one hundred twenty (120) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's Board board of Directors directors prior to the Company's receipt of the such request; (ii) within 180 days twelve (12) months prior to any such request for registration, a registration of securities of the Company has been effected in which MTI the Stockholders had the right to participate pursuant to this Section 1.1 4.1 or Section 1.2 4.2 hereof; or (iii) the Board board of Directors directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or similar transaction materially affecting the capital structure, structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 4.1.2(iii) for a period not exceeding 90 days six (6) months (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year). The Company shall promptly notify MTI in writing the Stockholders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.34.1.2, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company promptly to notify MTI such Stockholders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section SECTION 1.1.1 above if (i) the Company receives a request for registration under Section SECTION 1.1.1 less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's Board of Directors prior to the Company's receipt of the request; (ii) within 180 days prior to any such request for registration, a registration of securities of the Company has been effected in which MTI the Initiating Holders had the right to participate pursuant to this Section SECTION 1.1 or Section SECTION 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or transaction materially affecting the capital structure, or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section SECTION 1.1.3 for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section SECTION 1.1.3 once per calendar year. The Company shall promptly notify MTI in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section SECTION 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company promptly to notify MTI such Holders as soon as a demand registration may be effected.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's ’s Board of Directors prior to the Company's ’s receipt of the requestrequest and in such event the Company shall not be required to effect any such requested registration until 120 days after the effective date of such proposed underwritten public offering; (ii) within 180 120 days prior to any such request for registration, a registration of securities of the Company has been effected in which MTI the Holders had the right to participate pursuant to this Section 1.1 or Section 1.2 1.3 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or transaction materially affecting the capital structure, structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding 90 120 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify MTI in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company promptly to notify MTI such Holders as soon as a demand registration may be effected, and such Holders will hold the information in confidence.

Delay by Company. The Company shall not be required to proceed to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a such request for registration under Section 1.1.1 less than 90 within one hundred twenty (120) days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company's Board board of Directors directors prior to the Company's receipt of the such request; (ii) within 180 days twelve (12) months prior to any such request for registration, a registration of securities of the Company has been effected in which MTI the Stockholders had the right to participate pursuant to this Section 1.1 or Section 1.2 hereof; or (iii) the Board board of Directors directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, share exchange, reorganization, recapitalization, or any other form of business combination or similar transaction materially affecting the capital structure, structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 1.1.2(iii) for a period not exceeding 90 days six (6) months (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year). The Company shall promptly notify MTI in writing the Stockholders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.31.1.2, which notice shall set forth in reasonable detail the reason for such decision and 162 shall include an undertaking by the Company promptly to notify MTI such Stockholders as soon as a demand registration may be effected.