Common use of Holdback Agreement; Postponement Clause in Contracts

Holdback Agreement; Postponement. Notwithstanding the provisions of Sections 2(a),(b) and (c), if the Board of Directors of the Company determines in good faith that it is in the best interests of the Company (A) not to disclose the existence of facts surrounding any proposed or pending acquisition, disposition, strategic alliance or financing transaction involving the Company or (B) for any purpose, to suspend the registration rights set forth herein, the Company may, by notice to the Holders in accordance with Section 4(a), (1) suspend the rights of the Holders to make sales pursuant to the Shelf Registration and (2) postpone any registration which is requested pursuant to Section 2(a), in each case for such a period of time as the Board of Directors may determine; provided that (x) such periods of suspension together with any periods of suspension effected pursuant to Section 2(a)(i)(B)(v) hereof may not exceed 90 days in the aggregate during any period of 12 consecutive months and (y) the Company may not impose such a suspension or a postponement pursuant to Section 2(a)(i)(B)(v) following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 2(a)(i) or 2(c)(iii) (except such suspension, not to exceed 10 days, which results from an event that is not within the reasonable control of the Company). Notwithstanding the provisions of Section 2(a)(i)(B)(v) or this Section 2(i), the Company shall not suspend the registration rights set forth herein at any time during which any similar rights of the Existing Holders are not similarly suspended.

Holdback Agreement; Postponement. Notwithstanding the provisions of Sections 2(a),(b3(a), (b) and (c), if the Board of Directors of the Company determines in good faith that it is in the best interests of the Company (A) not to disclose the existence of facts surrounding any proposed or pending acquisition, disposition, strategic alliance or financing transaction involving the Company or (B) for any purpose, to suspend the registration rights set forth herein, the Company may, by notice to the Holders in accordance with Section 4(a6(a), (1) suspend the rights of the Holders to make sales pursuant to the Shelf Registration and (2) postpone any registration which is requested pursuant to Section 2(a3(a) or 3(c), in each case for such a period of time as the Board of Directors may reasonably determine; provided that (x) such periods of suspension together with any periods of suspension effected pursuant to Section 2(a)(i)(B)(v3(a)(i)(B)(w) hereof may not exceed 90 days in the aggregate during any period of 12 consecutive months and (y) the Company may not impose such a suspension or a postponement pursuant to Section 2(a)(i)(B)(v3(a)(i)(B)(w) following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 2(a)(i) or 2(c)(iii3(a)(i) (except such suspension, not to exceed 10 ten days, which results from an event that is not within the reasonable control of the Company). Notwithstanding ; provided, however, that the provisions Company will not be entitled to postpone or suspend the effectiveness of the BHA Resale Registration Statement (as may be continued pursuant to Section 2(a)(i)(B)(v3(c)) unless the Board of Directors determines, in the good faith exercise of its reasonable business judgment, after receiving the advice of counsel to the Company, that such postponement or this Section 2(i)suspension is required in order to avoid disclosure of information that would otherwise be required by law to be disclosed during the effectiveness of such BHA Resale Registration Statement, the Company shall not suspend premature disclosure of which would materially and adversely affect the registration rights set forth herein at any time during which any similar rights of the Existing Holders are not similarly suspendedCompany.

Holdback Agreement; Postponement. Notwithstanding (i) The Cable Stockholders agree by acquisition of the provisions of Sections 2(a),(b) and (c)Registrable Securities, if so required by the Board managing underwriter, not to effect any public sale or distribution of Directors of such securities during the Company determines in good faith that it is in seven days prior to and the best interests of 90 days after any underwritten registration by the Company (Aeither for its own account or for the benefit of the holders of any securities of the Company) not has become effective (or such period of time shorter than 90 days that is sufficient and appropriate, in the opinion of the managing underwriter, in order to disclose complete the existence sale and distribution of facts surrounding any proposed or pending acquisition, disposition, strategic alliance or financing transaction involving securities included in such registration) provided however that the Company or (Bshall not be entitled to require that any Cable Stockholder agree to the restriction in this Section 4(b)(i) for any purpose, to suspend more than an aggregate of 90 days in the registration rights set forth herein, the Company may, by notice to the Holders in accordance with Section 4(a), (1) suspend the rights first year of the Holders to make sales pursuant to Registration Period or for more than 90 days during the Shelf remainder of the term of the Registration and Period. (2ii) The Company may postpone any registration which is requested pursuant to Section 2(a), in each case for such 2 or delivery of a period of time as the Board of Directors may determine; provided that (x) such periods of suspension together with any periods of suspension effected prospectus or supplement or amendment pursuant to Section 2(a)(i)(B)(v3(vii) hereof may if it determines that in view of the advisability of deferring public disclosure of material corporate developments or other information, the disclosures required to be made pursuant thereto would not be in the best interests of the Company at that time. In the event the Company makes any such election, each Cable Stockholder agrees to keep confidential the fact of such election and any information provided by the Company in connection therewith. No single postponement pursuant to this Section 4(b)(ii) of any registration which is requested pursuant to Section 2 or delivery of a prospectus or supplement or amendment pursuant to Section 3(vii) shall exceed 90 days and all such postponements shall not exceed 180 days in the aggregate during any period of 12 consecutive months and (y) the Company may not impose such a suspension or a postponement pursuant to Section 2(a)(i)(B)(v) following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 2(a)(i) or 2(c)(iii) (except such suspension, not to exceed 10 days, which results from an event that is not within the reasonable control of the Company). Notwithstanding the provisions of Section 2(a)(i)(B)(v) or this Section 2(i), the Company shall not suspend the registration rights set forth herein at any time during which any similar rights of the Existing Holders are not similarly suspendedaggregate.

Holdback Agreement; Postponement. Notwithstanding the provisions of Sections 2(a),(b(i) and (c), if the Board of Directors The Stockholder agrees by acquisition of the Company determines Registrable Securities not to engage in good faith that it is in transactions involving the best interests Company’s equity securities, including by commencing any public offering of the Company Company’s equity securities, by entering into transactions that result in another party selling the Company’s equity securities or by causing a shelf takedown, during the seven days prior to and the 90 days after the pricing of any offering of the Company’s equity securities (Aother than under Form S-4 or Form S-8) not (either for its own account or for the benefit of the holders of any securities of the Company) pursuant to disclose the existence of facts surrounding any proposed or pending acquisitiona registration statement; provided, disposition, strategic alliance or financing transaction involving that the Company or shall give the Stockholder notice as soon as reasonably practicable of the date upon which the pricing of such offering is expected to occur and, in any event the Stockholder’s holdback restriction for the seven day period prior to such expected date of pricing shall not commence until the seventh calendar day after such notice is given. (Bii) for any purpose, to suspend the registration rights set forth herein, the The Company may, by written notice to the Holders in accordance with Section 4(a)Stockholder, (1) suspend the rights of the Holders to make sales pursuant to the Shelf Registration and (2) postpone any registration which is requested pursuant to Section 2(a2 or delivery of a Prospectus pursuant to Section 3(vii) if the Company’s outside counsel has advised it in writing that under applicable securities laws the use of such Registration Statement would require disclosure of a material corporate development not otherwise required to be disclosed that the Company has a valid business purpose for not disclosing. In the event the Company makes any such election, the Stockholder agrees to keep confidential the fact of such election and any information provided by the Company in connection therewith. (iii) Notwithstanding the black-out rights and the lock-up periods set forth above in Sections 4(b)(i) and 4(b)(ii), in each case the 365 calendar day period commencing on the first day after its receipt of the Settlement Shares, the Stockholder shall not be subject to black-out rights or lock-up periods for such a period of time as the Board of Directors may determine; provided that more than ninety (x90) such periods of suspension together with any periods of suspension effected pursuant to Section 2(a)(i)(B)(v) hereof may not exceed 90 days in the aggregate during any period of 12 consecutive months and (y) the Company may not impose such a suspension or a postponement pursuant to Section 2(a)(i)(B)(v) following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 2(a)(i) or 2(c)(iii) (except such suspension, not to exceed 10 days, which results from an event that is not within the reasonable control of the Company). Notwithstanding the provisions of Section 2(a)(i)(B)(v) or this Section 2(i), the Company shall not suspend the registration rights set forth herein at any time during which any similar rights of the Existing Holders are not similarly suspendedaggregate.

Holdback Agreement; Postponement. Notwithstanding any other provision in this Agreement and as a condition to the provisions of Sections 2(a),(b) and (c), if Company’s maintaining the Board of Directors effectiveness of the Company determines Shelf Registration provided in good faith that it is in the best interests of the Company this Agreement: (A) not to disclose Neither RAY nor MRY shall sell any of the existence Registrable Securities for a period of facts surrounding any proposed or pending acquisition45 days after October 22, disposition, strategic alliance or financing transaction involving the Company or 2003 and (B) for At least three (3) business days prior to selling Registrable Securities pursuant to the Shelf Registration, MRY shall notify the Company in accordance with Section 3(d) of its expectation to sell Registrable Securities pursuant to the Shelf Registration in the thirty (30) day period following such notice. Notwithstanding any purposeother provision of this Section 2, upon the occurrence or existence of any pending material corporate development or any other material event that, in the sole judgment of the Company, makes it appropriate to suspend the registration rights set forth herein, the Company may, by notice to the Holders MRY in accordance with Section 4(a3(d), (1A) postpone the filing of the Shelf Registration pursuant to Section 2(a) or (B) suspend the rights of the Holders MRY to make sales pursuant to the Shelf Registration and (2) postpone any registration which is requested pursuant to Section 2(a), in each case for such a period of time as the Board management of Directors the Company may determinedetermine in good faith; provided that (x) such that, once the Shelf Registration has become effective, if periods of suspension together with any periods of suspension effected pursuant to Section 2(a)(i)(B)(vexceed sixty (60) hereof may not exceed 90 days in the aggregate during any period of 12 twelve (12) consecutive months months, management of the Company shall consult with and obtain the agreement of a majority of its Board of Directors regarding such additional period of suspension. MRY and RAY expressly agree in consideration of the Company’s filing of the Shelf Registration to maintain any communication by the Company pursuant to this Section (y2)(f) in confidence such that the Company may not impose rely on the safe harbor provision of Rule 100(b)(2)(ii) of Regulation FD with respect to such a suspension or a postponement pursuant to Section 2(a)(i)(B)(v) following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 2(a)(i) or 2(c)(iii) (except such suspension, not to exceed 10 days, which results from an event that is not within the reasonable control of the Company). Notwithstanding the provisions of Section 2(a)(i)(B)(v) or this Section 2(i), the Company shall not suspend the registration rights set forth herein at any time during which any similar rights of the Existing Holders are not similarly suspendedcommunications.

Holdback Agreement; Postponement. Notwithstanding the provisions of Sections 2(a),(b(i) and (c), if the Board of Directors The Stockholder agrees by acquisition of the Company determines Registrable Securities not to engage in good faith that it is in transactions involving the best interests Company's equity securities, including by commencing any public offering of the Company Company's equity securities, by entering into transactions that result in another party selling the Company's equity securities or by causing a demand registration, during the seven days prior to and the 90 days after any Registration Statement relating to the Company's equity securities (Aother than under Form S-4 or Form S-8) not to disclose (either for its own account or for the existence benefit of facts surrounding the holders of any proposed or pending acquisitionsecurities of the Company) has become effective; provided, disposition, strategic alliance or financing transaction involving that the Company or shall give the Stockholder notice as soon as reasonably practicable of the date upon which a Registration Statement relating to the Company's equity securities is expected to become effective and, in any event the Stockholder's holdback restriction for the seven day period prior to effectiveness shall not commence until the seventh calendar day after such notice is given. (Bii) for any purpose, to suspend the registration rights set forth herein, the The Company may, by written notice to the Holders in accordance with Section 4(a)Stockholder, (1) suspend the rights of the Holders to make sales pursuant to the Shelf Registration and (2) postpone any registration which is requested pursuant to Section 2(a2 or delivery of a Prospectus pursuant to Section 3(vii) if the Company's outside counsel has advised it in writing under applicable securities laws that the use of such Registration Statement would require disclosure of a material corporate development not otherwise required to be disclosed that the Company has a valid business purpose for not disclosing. In the event the Company makes any such election, the Stockholder agrees to keep confidential the fact of such election and any information provided by the Company in connection therewith. (iii) Notwithstanding the black-out rights and the lock-up periods set forth above in Sections 4(b)(i) and 4(b)(ii), in each case the calendar year after its receipt of the Settlement Shares, the Stockholder shall not be subject to black-out rights or lock-up periods for such a period of time as the Board of Directors may determine; provided that more than ninety (x90) such periods of suspension together with any periods of suspension effected pursuant to Section 2(a)(i)(B)(v) hereof may not exceed 90 days in the aggregate during any period of 12 consecutive months and (y) the Company may not impose such a suspension or a postponement pursuant to Section 2(a)(i)(B)(v) following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 2(a)(i) or 2(c)(iii) (except such suspension, not to exceed 10 days, which results from an event that is not within the reasonable control of the Company). Notwithstanding the provisions of Section 2(a)(i)(B)(v) or this Section 2(i), the Company shall not suspend the registration rights set forth herein at any time during which any similar rights of the Existing Holders are not similarly suspendedaggregate.

Holdback Agreement; Postponement. Notwithstanding the provisions of Sections 2(a),(b(i) and (c), if the Board of Directors The Stockholder agrees by acquisition of the Company determines Registrable Securities not to engage in good faith that it is in transactions involving the best interests Company's equity securities, including by commencing any public offering of the Company Company's equity securities, by entering into transactions that result in another party selling the Company's equity securities or by causing a demand registration, during the seven days prior to and the 120 days after any Registration Statement relating to the Company's equity securities (Aother than under Form S-4 or Form S-8) not to disclose (either for its own account or for the existence benefit of facts surrounding the holders of any proposed or pending acquisitionsecurities of the Company) has become effective; PROVIDED, disposition, strategic alliance or financing transaction involving that the Company or shall give the Stockholder notice as soon as reasonably practicable of the date upon which a Registration Statement relating to the Company's equity securities is expected to become effective and, in any event the Stockholder's holdback restriction for the seven day period prior to effectiveness shall not commence until the fourth day after such notice is given. (Bii) for any purpose, to suspend the registration rights set forth herein, the The Company may, by written notice to the Holders in accordance with Section 4(a)Stockholder, (1) suspend the rights of the Holders to make sales pursuant to the Shelf Registration and (2) postpone any registration which is requested pursuant to Section 2(a), in each case for such 2 or delivery of a period of time as the Board of Directors may determine; provided that (x) such periods of suspension together with any periods of suspension effected Prospectus pursuant to Section 2(a)(i)(B)(v3(vii) hereof may not exceed 90 days in the aggregate during any period of 12 consecutive months and if (yA) the Company may not impose reasonably believes that the use of such a suspension or a postponement pursuant to Section 2(a)(i)(B)(v) following the printing and distribution Registration Statement would require disclosure of a preliminary prospectus material corporate development not otherwise required to be disclosed that the Company has a valid business purpose for not disclosing, (B) the Company is in any underwritten public the process of making, or preparing to make, a registered offering of Registrable Securities pursuant securities and the Company reasonably deems it advisable to Section 2(a)(itemporarily discontinue disposition of securities, or (C) or 2(c)(iii) (except the Company reasonably believes that disposition of securities at such suspension, not to exceed 10 days, which results from an event that is not within the reasonable control of time would have a material adverse affect on the Company). In the event the Company makes any such election, the Stockholder agrees to keep confidential the fact of such election and any information provided by the Company in connection therewith. (iii) Notwithstanding the provisions of Section 2(a)(i)(B)(vblack-out rights and the lock-up periods set forth above in Sections 4(b)(i) or this Section 2(iand 4(b)(ii), the Company Stockholder shall not suspend the registration rights set forth herein at in any time during which any similar rights of the Existing Holders event be entitled to 120 days in each calendar year that are not similarly suspendedsubject to any black-out or lock-up.