Common use of Exception to Registration Clause in Contracts

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Agreement if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may sell without registration under the Act all Registrable Securities for which they requested registration under the provisions of the Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Act or (iii) if the Company determines in its good faith judgment that the use of any prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to this Agreement shall be suspended until the date upon which the Company notifies the Holders in writing (the "Suspension Termination Notice") that suspension of such rights for the grounds set forth in this paragraph is no longer necessary, and the Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary (but in any event any such suspension shall be effective for a period not in excess of 60 consecutive days and for no more than 180 days in any calendar year). If the Company shall give any such notice, the time periods set forth in Section 2 above shall be extended by the number of days during which the period from and including the date of the giving of such notice of suspension to and including the date the Company delivers the Suspension Termination Notice. Notwithstanding the foregoing, in no event shall the provisions of this Section 10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 3 for a period of three years after the effective date of the Company's initial registration of shares under the Act. The Initiating Investors each agree not to offer, sell, contract to sell or otherwise dispose of any Registrable Securities, or any securities convertible into or exchangeable or excisable for such securities during any period when, and to the same extent that, any officers of the Company are restricted in connection with an offering of securities by the Company. The Company shall give reasonable advance notice to each such Initiating Investor of such offering.

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Agreement if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may sell without registration under the Act all Registrable Securities for which they requested registration under the provisions of the Act and in the manner and in the quantity in which the Registrable Securities were proposed to be sold, or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Act or (iii) if the Company determines in its good faith judgment that the use of any prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to this Agreement shall be suspended until the date upon which the Company notifies the Holders in writing (the "Suspension Termination Notice") that suspension of such rights for the grounds set forth in this paragraph is no longer necessary, and the Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary (but in any event any such suspension shall be effective for a period not in excess of 60 consecutive days and for no more than 180 days in any calendar year). If the Company shall give any such notice, the time periods set forth in Section 2 above shall be extended by the number of days during which the period from and including the date of the giving of such notice of suspension to and including the date the Company delivers the Suspension Termination Notice. Notwithstanding the foregoing, in no event shall the provisions of this Section 10 be construed to preclude a Holder of Registrable Securities from exercising EXECUTION COPY rights under Section 3 for a period of three years after the effective date of the Company's initial registration of shares under the Act. The Initiating Investors each agree not to offer, sell, contract to sell or otherwise dispose of any Registrable Securities, or any securities convertible into or exchangeable or excisable for such securities during any period when, and to the same extent that, any officers of the Company are restricted in connection with an offering of securities by the Company. The Company shall give reasonable advance notice to each such Initiating Investor of such offering.

Exception to Registration. The Company Corporation shall not be required to ------------------------- effect a registration under this Agreement if (i) in the written opinion of counsel for the CompanyCorporation, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Stockholders holding Registrable SecuritiesShares, such Holders Stockholders may sell without registration under the Act all Registrable Securities Shares for which they requested registration under the provisions of the Act and in the manner and in the quantity in which the Registrable Securities Shares were proposed to be sold, sold or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Act or (iii) if the Company Corporation determines in its good faith judgment that the use of any prospectus would require the disclosure of material information that the Company Corporation has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the CompanyCorporation's ability to consummate a transaction, and that transaction which the Company Corporation is not otherwise required by applicable securities laws or regulations to disclose, upon . Upon written notice of such determination by the CompanyCorporation, the rights of the Holders Stockholders to offer, sell or distribute any Registrable Securities Shares or to require the Company Corporation to take action with respect to the registration or sale of any Registrable Securities Shares pursuant to this Agreement shall be suspended until the date upon which the Company Corporation notifies the Holders Stockholders in writing (the "Suspension Termination Notice") that suspension of such rights for the grounds set forth in this paragraph Section 15 is no longer necessary, and the Company . The Corporation agrees to give such notice Suspension Termination Notice as promptly as practicable following the date that such suspension of rights is no longer necessary (but in any event any such suspension shall be effective for a period not in excess of 60 consecutive days and for no more than 180 days in any calendar year). If the Company Corporation shall give any such noticeSuspension Termination Notice, the time periods set forth in Section 2 above shall be extended by the number of days during which the period from and including the date of the giving of such notice of suspension to and including the date the Company Corporation delivers the Suspension Termination Notice. Notwithstanding the foregoing, in no event shall the provisions of this Section 10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 3 for a period of three years after the effective date of the Company's initial registration of shares under the Act. The Initiating Investors Stockholders each agree not to offer, sell, contract to sell or otherwise dispose of any Registrable SecuritiesShares, or any securities convertible into or exchangeable or excisable exercisable for such securities Registrable Shares during any period when, and to the same extent that, any officers of the Company Corporation are restricted in connection with an offering of securities by the CompanyCorporation; provided that nothing herein contained shall be deemed or construed to require a Member to so refrain from disposing of any securities of the Corporation acquired by it other than by reason of the issuance of the Interests and conversion thereof into Common Stock during any such period of time, if any such sale shall be pursuant to a private placement to a Qualified Institutional Investor within the provisions of an exemption from the registration requirements under the Securities Act or is consummated within the limitations of Rule 144 promulgated under the Securities Act. The Company Corporation shall give reasonable advance notice to each such Initiating Investor Stockholder of such offering, which notice shall state in reasonable detail whether or not the Corporation believes the agreement herein contained to refrain from selling or otherwise disposing of Registrable Shares or any securities convertible into or exchangeable or exercisable for such Registrable Shares is applicable to such Stockholder.

Exception to Registration. The Company shall not be required to ------------------------- effect a registration under this Agreement if (i) in the written opinion of counsel for the Company, which counsel and the opinion so rendered shall be reasonably acceptable to the Holders of Stockholders holding Registrable SecuritiesShares, such Holders Stockholders may sell without registration under the Act all Registrable Securities Shares for which they requested registration under the provisions of the Act and in the manner and in the quantity in which the Registrable Securities Shares were proposed to be sold, sold or (ii) the Company shall have obtained from the Commission a "no-action" letter to that effect; provided that this Section 10 shall not apply to sales made under Rule 144(k) or any successor rule promulgated by the Commission until after the effective date of the Company's initial registration of shares under the Act or (iii) if the Company determines in its good faith judgment that the use of any prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a transaction, and that transaction which the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders Stockholders to offer, sell or distribute any Registrable Securities Shares or to require the Company to take action with respect to the registration or sale of any Registrable Securities Shares pursuant to this Agreement shall be suspended until the date upon which the Company notifies the Holders Stockholders in writing (the "Suspension Termination Notice") that suspension of such rights for the grounds set forth in this paragraph Section 15 is no longer necessary, and the . The Company agrees to give such notice Suspension Termination Notice as promptly as practicable following the date that such suspension of rights is no longer necessary (but in any event any such suspension shall be effective for a period not in excess of 60 consecutive days and for no more than 180 days in any calendar year). If the Company shall give any such noticeSuspension Termination Notice, the time periods set forth in Section 2 above shall be extended by the number of days during which the period from and including the date of the giving of such notice of suspension to and including the date the Company delivers the Suspension Termination Notice. Notwithstanding the foregoing, in no event shall the provisions of this Section 10 be construed to preclude a Holder of Registrable Securities from exercising rights under Section 3 for a period of three years after the effective date of the Company's initial registration of shares under the Act. The Initiating Investors Stockholders each agree not to offer, sell, contract to sell or otherwise dispose of any Registrable SecuritiesShares, or any securities convertible into or exchangeable or excisable for such securities during any period when, and to the same extent that, any officers of the Company are restricted in connection with an offering of securities by the Company. The Company shall give reasonable advance notice to each such Initiating Investor Stockholder of such offering.