Common use of Delay of Filing or Sales Clause in Contracts

Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice to the Selling Stockholders of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholders not to sell any Registrable Securities pursuant to a registration statement for a period of 90 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any of the foregoing, a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, the Company will not have the right to delay the filing of a registration statement or the selling of Registrable Securities if at any time during the 365 days preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable Securities. (b) The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders with respect to any registration of Registrable Securities or sales thereof that has been delayed for more than 30 days pursuant to this Section 5.

Delay of Filing or Sales. (a) The Company shall have the right, upon exercisable by giving notice to the Selling Stockholders of the exercise of such rightright to the applicable Selling Stockholders, subject to Section 2.6(b), at any time and from time to time, to delay filing or the declaration of effectiveness of a registration statement Registration Statement or to require such the applicable Selling Stockholders not to sell any Registrable Securities pursuant to a registration statement an effective Registration Statement for a period not in excess of 90 120 days from beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statementRegistration Statement, if if: (i) the Company is engaged in discussions or negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, or other form of business combinationcombination that is "probable" (within the meaning of the Securities Act), any divestiture, tender offer, financing financing, or other similar transaction, or there is an event or state of facts relating to the Companythat, in each case which any such case, is material to the Company (any of the foregoingsuch activity or event, a "Material ActivityEvent"), , (ii) such Material Activity Event would, in the opinion judgment of counsel for the Company's board of directors (after consultation with counsel), require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and and (iii) disclosure of such disclosure Material Event would, in the reasonable judgment of the Company's board of directors (after consultation with counsel), be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, . (b) the Company will may not have the right to delay the filing of a registration statement Registration Statement or the selling sale of any Registrable Securities, whether pursuant to one or more notices pursuant to Section 2.6(a), for more than an aggregate of 120 days within any 12-month period. (c) If the Company postpones its obligations under this Agreement by reason of a Material Event as described in Section 2.6(a), any Selling Stockholder will have the right to withdraw its Registrable Securities if from the applicable Demand Registration or Incidental Registration, by giving notice to the Company at any time following delivery of the Company's notice pursuant to Section 2.6(a). (d) No Stockholder may deliver a notice pursuant to the first sentence of Section 2.2(a) during the 365 days preceding period of any postponement pursuant to Section 2.6(a) until the Company notifies all Stockholders of the end of such Material Event or the expiration of the 120-day period described in Section 2.6(a). (e) The Company shall have the right, exercisable by giving notice of the exercise of such right to the applicable Selling Stockholders, to delay filing or the declaration of effectiveness of a Registration Statement during any period in which, as a result of the Company's failure to satisfy the conditions in Rule 3-01(c) of Regulation S-X, the Company is required to include in the Registration Statement audited financial statements of the Company prior to the date on which such notice was given audited financial statements would normally have been prepared in accordance with the Company had delayed either Company's past practices and the filing of a registration statement that included Registrable Securities or the selling of Registrable SecuritiesSEC's periodic reporting requirements. (b) The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders with respect to any registration of Registrable Securities or sales thereof that has been delayed for more than 30 days pursuant to this Section 5.

Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice to the Selling Stockholders of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholders not to sell any Registrable Securities pursuant to a registration statement for a period of 90 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any of the foregoing, a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, the Company will not have the right to delay the filing of a registration statement or the selling of Registrable Securities if at any time during the 365 days preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable Securities. (b) The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders with respect to any registration of Registrable Securities or sales thereof that has been delayed for more than 30 days pursuant to this Section 53.4.

Delay of Filing or Sales. (a) The Company Charter shall have the right, upon exercisable by giving notice to the Selling Stockholders of the exercise of such rightright to the applicable Selling Stockholders, subject to Section 2.6(b), at any time and from time to time, to delay filing or the declaration of effectiveness of a registration statement Registration Statement or to require such the applicable Selling Stockholders Stockbrokers not to sell any Registrable Securities pursuant to a registration statement an effective Registration Statement for a period not in excess of 90 120 days from beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company Charter to such effect prior to or during the effectiveness of the registration statementRegistration Statement, if if: (i) the Company Charter is engaged in discussions or negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, or other form of business combinationcombination that is "probable" (within the meaning of the Securities Act), any divestiture, tender offer, financing financing, or other similar transaction, or there is an event or state of facts relating to the Companythat, in each case which any such case, is material to the Company Charter (any of the foregoingsuch activity or event, a "Material ActivityEvent"), , (ii) such Material Activity Event would, in the opinion judgment of counsel for the CompanyCharter's board of directors (after consultation with counsel), require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and and (iii) disclosure of such disclosure Material Event would, in the reasonable judgment of the CompanyCharter's board of directors (after consultation with counsel), be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, the Company will . (b) Charter may not have the right to delay the filing of a registration statement Registration Statement or the selling sale of any Registrable Securities, whether pursuant to one or more notices pursuant to Section 2.6(a), for more than an aggregate of 120 days within any 12-month period. (c) If Charter postpones its obligations under this Agreement by reason of a Material Event as described in Section 2.6(a), any Selling Stockholder will have the right to withdraw its Registrable Securities if from the applicable Demand Registration or Incidental Registration, by giving notice to Charter at any time following delivery of Charter's notice pursuant to Section 2.6(a). (d) No Stockholder may deliver a notice pursuant to the first sentence of Section 2.2(a) during the 365 days preceding period of any postponement pursuant to Section 2.6(a) until Charter -9- 103 notifies all Stockholders of the end of such Material Event or the expiration of the 120-day period described in Section 2.6(a). (e) Charter shall have the right, exercisable by giving notice of the exercise of such right to the applicable Selling Stockholders, to delay filing or the declaration of effectiveness of a Registration Statement during any period in which, as a result of Charter's failure to satisfy the conditions in Rule 3-01(c) of Regulation S-X, Charter is required to include in the Registration Statement audited financial statements of Charter prior to the date on which such notice was given audited financial statements would normally have been prepared in accordance with Charter's past practices and the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable SecuritiesSEC's periodic reporting requirements. (b) The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders with respect to any registration of Registrable Securities or sales thereof that has been delayed for more than 30 days pursuant to this Section 5.

Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice to the Selling Stockholders of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholders not to sell any Registrable Securities pursuant to a registration statement for a period of 90 180 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any of the foregoing, a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, ; provided that the Company will not shall have the no right to delay the filing of a registration statement or the selling of Registrable Securities if at any time during the 365 180 days preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable Securities. (b) The Company shall have no obligation to include in any notice contemplated by Section 1.4(a) any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders with respect to any registration of Registrable Securities or sales thereof that has been delayed for more than 30 days pursuant to this Section 51.4.

Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice to the Selling Stockholders of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholders not to sell any Registrable Eligible Securities pursuant to a registration statement for a period of 90 270 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of the foregoing, facts being herein called a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Registrable Eligible Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, provided that the Company will not shall have the no right to delay the filing of a registration statement state- ment or the selling of Registrable Eligible Securities if at any time during the 365 days twelve months preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Registrable Eligible Securities pursuant to Section 1.1(a) or the selling of Registrable SecuritiesEligible Securities pursuant to a registration statement filed in accordance with Section 1.1(a). (b) The Company shall have no obligation to include in any notice contemplated by Section 1.4(a) any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders (excluding the portion of any fees determined pursuant to the German Fee Regulations) with respect to any registration of Registrable Eligible Securities or sales thereof that has been delayed for more than 30 90 days pursuant to this Section 51.4, unless the Company effects a similar registration to which Section 1.1 or 1.2 applies within 270 days of the first delivery of a notice contemplated by Section 1.4(a).

Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice to the Selling Stockholders of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholders not to sell any Registrable Eligible Securities pursuant to a registration statement for a period of 90 270 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of the foregoing, facts being herein called a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Registrable Eligible Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, provided that the Company will not shall have the no right to delay the filing of a registration statement or the selling of Registrable Eligible Securities if at any time during the 365 days twelve months preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Registrable Eligible Securities pursuant to Section 1.1(a) or the selling of Registrable SecuritiesEligible Securities pursuant to a registration statement filed in accordance with Section 1.1(a). (b) The Company shall have no obligation to include in any notice contemplated by Section 1.4(a) any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders (excluding the portion of any fees determined pursuant to the German Fee Regulations) with respect to any registration of Registrable Eligible Securities or sales thereof that has been delayed for more than 30 90 days pursuant to this Section 51.4, unless the Company effects a similar registration to which Section 1.1 or 1.2 applies within 270 days of the first delivery of a notice contemplated by Section 1.4(a).

Delay of Filing or Sales. (a) The Company Holding shall have the right, upon exercisable by giving written notice to the Selling Stockholders signed by an executive officer of Holding of the exercise of such rightright to the Unitholder Representative, subject to Section 2.5(b), at any time and from time to time and specifying that it is pursuant to this Section 2.5, to delay filing or the declaration of effectiveness of a registration statement Registration Statement or to require such the applicable Selling Stockholders Unitholders not to sell any Registrable Securities pursuant to a registration statement an effective Registration Statement for a period up to two periods of 90 sixty days from per Demand Period, which may be consecutive, each beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company Holding to such effect prior if Holding shall determine, in its good faith judgment, that it is not in the best interest of Holding (1) to proceed with such filing or during the request for effectiveness of the registration statement, if (i) the Company is engaged in negotiations with respect toor to allow such sale at such time, or has taken a substantial step (2) to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating permit offerings given priority pursuant to the Company, in each case which is material to the Company Section 2.8 (any of the foregoingsuch notice, a "Material ActivityDelaying Event"), . In order for the exercise of the right pursuant to clause (ii1) such Material Activity would, set forth in the opinion immediately preceding sentence to be valid, Holding shall prohibit sales of counsel Capital Units and Holding Units by its directors and executive officers and any other holders of registration rights with respect to such securities for the Companyso long as sales of Units by Unitholders are prohibited by this Section 2.5. (b) Holding covenants and agrees that notwithstanding any other provision of this Agreement during each Demand Period Unitholders will be provided at least 60 days, require disclosure so as including not less than one period of 30 consecutive days, during which Unitholders will be permitted to permit the offer or sell Registrable Securities pursuant to an effective Registration Statement under Article 2 hereof (each such 60-day period, a "Sale Period"). The parties hereto agree that it shall not be sold in compliance with law, and a violation of this Agreement if during a Demand Period the Unitholders do not have 60 days (iiiincluding one period of 30 consecutive days) such disclosure would, in during which they can offer or sell Registrable Securities if the reasonable judgment reason therefor is the failure of the CompanyUnitholders to timely deliver a Proposed Sale Notice, Demand Request or Resumption Notice, but such 60 day requirement will only be adverse shortened by the number of days by which the related Proposed Sale Notice, Demand Request or Resumption Notice, as the case may be, was not timely. Unless it has given a notice pursuant to its interests. Notwithstanding anything in the foregoing to the contrarySection 2.5(a), the Company Holding will not be deemed to have exercised its rights pursuant to Section 2.5(a) with respect to any day on which no Registration Statement relating to Registrable Securities is effective. The Unitholders may not offer or sell any Registrable Securities registered pursuant to this Agreement on more than 60 days during any Demand Period. (c) If Holding postpones its obligations under this Agreement by reason of a Delaying Event as described in Section 2.5(a), any Selling Unitholder will have the right to delay the filing of a registration statement or the selling of withdraw its Registrable Securities if from the applicable Demand Registration or Incidental Registration, by giving notice to Holding at any time following delivery of Holding's notice pursuant to Section 2.5(a) and if Selling Unitholders withdraw their Registrable Securities following delivery of such notice, a Demand Registration shall not be deemed to have been effected for purposes of this Agreement. (d) The Unitholder Representative may not deliver a Demand Request pursuant to the first sentence of Section 2.2(a) during the 365 days preceding period of any postponement pursuant to Section 2.5(a) until Holding notifies the Unitholder Representative of the end of such Delaying Event or the expiration of the period described in Section 2.5(a). (e) Holding shall have the right, exercisable by giving notice of the exercise of such right to the applicable Selling Unitholders, to delay filing or the declaration of effectiveness of a Registration Statement during any period in which, as a result of Holding's failure to satisfy the conditions in Rule 3-01(c) of Regulation S-X, Holding is required to include in the Registration Statement audited financial statements of Holding prior to the date on which such notice was given audited financial statements would normally have been prepared in accordance with Holding's past practices and the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable SecuritiesSEC's periodic reporting requirements. (bf) The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not Unitholder Representative may, from time to exceed $20,000) for time, deliver to Holding a notice that the Selling Stockholders with respect Unitholders have elected to any registration of Registrable Securities suspend offers or sales thereof (such notice, a "Suspension Notice") pursuant to an effective Registration Statement. Upon delivery of such Notice, the Unitholders shall suspend making offers or sales under such Registration Statement until such time as the Unitholder Representative has delivered a notice to Holding that has been delayed for the Unitholders have elected to resume making offers or sales (a "Resumption Notice"), which Resumption Notice shall in no event be delivered earlier than 6 Business Days prior to the commencement of the Demand Period immediately following the Demand Period in which such Suspension Notice was delivered and which shall be delivered not less than 6 Business Days nor more than 30 days pursuant Business Days prior to this Section 5the resumption of offers or sales under an effective Registration Statement. The parties agree that the delivery of a Suspension Notice shall toll the running of the Sale Period until the earlier of (i) the resumption of offers or sales under an effective Registration Statement or (ii) the effectiveness of a new Registration Statement following a Demand Request.

Delay of Filing or Sales. (a) The Company CCI shall have the right, upon exercisable by giving written notice to the Selling Stockholders of the exercise of such rightright to the applicable Selling Stockholders, subject to Section 2.5(b) at any time and from time to time and specifying that it is pursuant to this Section 2.5, to delay filing or the declaration of effectiveness of a registration statement Registration Statement or to require such the applicable Selling Stockholders not to sell any Registrable Securities pursuant to a registration statement an effective Registration Statement for a period not in excess of 90 120 days from beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company CCI to such effect prior to or during the effectiveness of the registration statementRegistration Statement, if if: (i) the Company CCI is engaged in discussions or negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, or other form of business combinationcombination that is "probable" (within the meaning of the Securities Act), any divestiture, tender offer, financing financing, or other similar transaction, or there is an event or state of facts relating to the Companythat, in each case which any such case, is material to the Company CCI (any of the foregoingsuch activity or event, a "Material ActivityEvent"), , (ii) such Material Activity Event would, in the opinion judgment of counsel for the CompanyCCI's board of directors (after consultation with counsel), require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and and (iii) disclosure of such disclosure Material Event would, in the reasonable judgment of the CompanyCCI's board of directors (after consultation with counsel), be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, the Company will . (b) CCI may not have the right to delay the filing of a registration statement Registration Statement or the selling sale of any Registrable Securities, whether pursuant to one or more notices pursuant to Section 2.5(a), for more than an aggregate of 120 days within any 12-month period. (c) If CCI postpones its obligations under this Agreement by reason of a Material Event as described in Section 2.5(a), any Selling Stockholder will have the right to withdraw its Registrable Securities if from the applicable Demand Registration or Incidental Registration, by giving notice to CCI at any time following delivery of CCI's notice pursuant to Section 2.5(a) and if all Selling Stockholders withdraw their Registrable Securities following delivery of such notice, a Demand Registration shall not be deemed to have been effected for purposes of this Agreement. (d) The Stockholder Representative may not deliver a Demand Request pursuant to the first sentence of Section 2.2(a)during the period of any postponement pursuant to Section 2.5(a) until CCI notifies all Stockholders of the end of such Material Event or the expiration of the 120-day period described in Section 2.5(a). (e) CCI shall have the right, exercisable by giving notice of the exercise of such right to the applicable Selling Stockholders, to delay filing or the declaration of effectiveness of a Registration Statement during any period in which, as a result of CCI's failure to satisfy the 365 days preceding conditions in Rule 3-01(c) of Regulation S-X, CCI is required to include in the Registration Statement audited financial statements of CCI prior to the date on which such notice was given audited financial statements would normally have been prepared in accordance with CCI's past practices and the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable SecuritiesSEC's periodic reporting requirements. (b) The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders with respect to any registration of Registrable Securities or sales thereof that has been delayed for more than 30 days pursuant to this Section 5.

Delay of Filing or Sales. (ai) The Company shall have the right, upon exercisable by giving notice to the Selling Stockholders of the exercise of such rightright to the Designated Representatives of the Stockholder Groups of which the applicable Selling Stockholders are members, subject to the proviso below at any time and from time to time, to delay filing or the declaration of effectiveness of a registration statement or to require such Selling Stockholders Stockbrokers not to sell any Registrable Securities pursuant to a an effective registration statement for a period not in excess of 90 days from beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (ia) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each any such case which is material to the Company (any such negotiation, step, event or state of the foregoing, facts being herein called a "Material Activity"), (iib) such Material Activity would, in the reasonable opinion of counsel for the Company, require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and (iiic) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests. Notwithstanding anything in the foregoing to the contrary; provided, that the Company will may not have the right to delay the filing of a registration statement or the selling sale of any Registrable Securities if at whether pursuant to one or more notices as set forth above for more than an aggregate of 90 days within any time during the 365 days preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable Securities12-month period. (bii) The Company shall pay all have no obligation to include in any notice contemplated by paragraph (i) above any reference to or description of the facts based upon which the Company is delivering such notice. (iii) If Sprint shall postpone its obligations under this Agreement by reason of a Material Activity as described above, any Initiating Holder or other Selling Stockholder shall have the right to withdraw its request for such Demand Registration Expenses or Incidental Registration, respectively, by giving notice to Sprint at any time following said notice by Sprint and all reasonable fees and expenses in the case of counsel (but no more than one counsel in an amount Initiating Holder such request will be deemed not to exceed $20,000) have been made for purposes of determining the Selling Stockholders with respect to number of Demand Registrations which have been utilized by such Initiating Holder. No Stockholder Group shall make a demand for registration during the period of any registration such postponement until the Company notifies all Designated Representatives of Registrable Securities the end of such Material Activity or sales thereof that has been delayed for more than 30 days pursuant to this Section 5the expiration of the 90 day period described above.

Delay of Filing or Sales. (a) The Company Charter shall have the right, upon exercisable by giving written notice to the Selling Stockholders of the exercise of such rightright to the applicable Selling Stockholders, subject to Section 2.3(b), at any time and from time to time, to delay filing or the declaration of effectiveness of a registration statement Registration Statement or to require such the applicable Selling Stockholders not to sell any Registrable Securities pursuant to a registration statement an effective Registration Statement for a period not in excess of 90 120 days from beginning on the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company Charter to such effect prior to or during the effectiveness of the registration statementRegistration Statement, if if: (i) the Company Charter is engaged in discussions or negotiations with respect to, or has taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, or other form of business combinationcombination that is "probable" (within the meaning of the Securities Act), any divestiture, tender offer, financing financing, or other similar transaction, or there is an event or state of facts relating to the Companythat, in each case which any such case, is material to the Company Charter (any of the foregoingsuch activity or event, a "Material ActivityEvent"), , (ii) such Material Activity Event would, in the opinion judgment of counsel for the CompanyCharter's board of directors (after consultation with counsel), require disclosure so as to permit the Registrable Securities to be sold in compliance with law, and and (iii) disclosure of such disclosure Material Event would, in the reasonable judgment of the CompanyCharter's board of directors (after consultation with counsel), be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, the Company will . (b) Charter may not have the right to delay the filing of a registration statement Registration Statement or the selling sale of any Registrable Securities if at Securities, whether pursuant to one or more notices pursuant to Section 2.3(a), for more than an aggregate of 120 days within any time 12-month period. (c) Charter shall have the right, exercisable by giving notice of the exercise of such right to the applicable Selling Stockholders, to delay filing or the declaration of effectiveness of a Registration Statement during any period in which, as a result of Charter's failure to satisfy the 365 days preceding conditions in Rule 3-01(c) of Regulation S-X, Charter is required to include in the Registration Statement audited financial statements of Charter prior to the date on which such notice was given audited financial statements would normally have been prepared in accordance with Charter's past practices and the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable SecuritiesSEC's periodic reporting requirements. (b) The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders with respect to any registration of Registrable Securities or sales thereof that has been delayed for more than 30 days pursuant to this Section 5.

Delay of Filing or Sales. (a) The Company shall have the ------------------------ right, upon giving notice to the Selling Stockholders of the exercise of such right, to delay filing a registration statement or to require such Selling Stockholders not to sell any Registrable Eligible Securities pursuant to a registration statement for a period of 90 270 days from the date on which such notice is given, or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statement, if (i) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of the foregoing, facts being herein called a "Material Activity"), (ii) such Material Activity would, in the opinion of counsel for the Company, require disclosure so as to permit the Registrable Eligible Securities to be sold in compliance with law, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, provided that the Company will not shall have the no right to delay the filing of a registration statement or the selling of Registrable Eligible Securities if at any time during the 365 days twelve months preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Registrable Eligible Securities pursuant to Section 1.1(a) or the selling of Registrable SecuritiesEligible Securities pursuant to a registration statement filed in accordance with Section 1.1(a). (b) The Company shall have no obligation to include in any notice contemplated by Section 1.4(a) any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders (excluding the portion of any fees determined pursuant to the German Fee Regulations) with respect to any registration of Registrable Eligible Securities or sales thereof that has been delayed for more than 30 90 days pursuant to this Section 51.4, unless the Company effects a similar registration to which Section 1.1 or 1.2 applies within 270 days of the first delivery of a notice contemplated by Section 1.4(a).

Delay of Filing or Sales. (a) The Company shall have the right, upon giving notice right at xxx xxxx xxx from time to the Selling Stockholders of the exercise of such right, time to delay filing or the declaration of effectiveness of a registration statement Registration Statement or to require such Selling Stockholders Investors not to sell any Registrable Securities pursuant to a registration statement an effective Registration Statement for a period not in excess of 90 days from beginning on the date on which such notice is given, given or such shorter period of time as may be specified in such notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness of the registration statementRegistration Statement, but in no event before the lapse of ninety (90) days after the effectiveness of such Shelf Registration Statement, if (ia) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other similar transaction, or there is an event or state of facts relating to the Company, in each any such case which is material to the Company (any such negotiation, step, event or state of the foregoing, facts being herein called a "Material ActivityMATERIAL ACTIVITY"), ) and (iib) such Material Activity would, in the reasonable opinion of counsel for the Company, require disclosure so as to permit the Registrable Securities to be sold in compliance with law; provided, and (iii) such disclosure would, in the reasonable judgment of the Company, be adverse to its interests. Notwithstanding anything in the foregoing to the contrary, that the Company will may not have the right to delay the filing of a registration statement Registration Statement or the selling sale of any Registrable Securities whether pursuant to one or more notices as set forth above for more than an aggregate of 90 days within any 12-month period. The Company shall have no obligation to include in any notice contemplated hereby any reference to or description of the facts based upon which the Company is delivering such notice. Any periods during which sales of Registrable Securities are prohibited pursuant to Section 3(l) of this Agreement shall count toward the 90-day period described in this Section 2(e), as if at any time during the 365 days preceding the date on which such notice was given the Company had delayed either the filing of a registration statement that included Registrable Securities or the selling of Registrable Securitiesdeclared Material Activities existed during such periods. (b) The Company shall pay all Registration Expenses and all reasonable fees and expenses of counsel (but no more than one counsel in an amount not to exceed $20,000) for the Selling Stockholders with respect to any registration of Registrable Securities or sales thereof that has been delayed for more than 30 days pursuant to this Section 5.