Common use of Holdback Agreement; Postponement Clause in Contracts

Holdback Agreement; Postponement. Notwithstanding the provisions of Sections 3(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 6(a), postpone any registration which is requested pursuant to Section 3(a) or 3(c), 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 3(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 3(a)(i)(B)(w) following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 3(a)(i) (except such suspension, not to exceed ten days, which results from an event that is not within the reasonable control of the Company); provided, however, that the Company will not be entitled to postpone or suspend the effectiveness of the BHA Resale Registration Statement (as may be continued pursuant to Section 3(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 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 premature disclosure of which would materially and adversely affect the Company.

Holdback Agreement; Postponement. Notwithstanding the provisions of Sections 3(a), (b2(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 6(a4(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 3(a) or 3(c2(a), 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 3(a)(i)(B)(w2(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 3(a)(i)(B)(w2(a)(i)(B)(v) following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 3(a)(i2(a)(i) or 2(c)(iii) (except such suspension, not to exceed ten 10 days, which results from an event that is not within the reasonable control of the Company); provided. Notwithstanding the provisions of Section 2(a)(i)(B)(v) or this Section 2(i), however, that the Company will shall not be entitled to postpone or suspend the effectiveness registration rights set forth herein at any time during which any similar rights of the BHA Resale Registration Statement (as may be continued pursuant to Section 3(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 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 premature disclosure of which would materially and adversely affect the CompanyExisting Holders are not similarly suspended.

Holdback Agreement; Postponement. Notwithstanding any other provision in this Agreement and as a condition to the provisions of Sections 3(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 6(a3(d), (A) postpone any registration which is requested the filing of the Shelf Registration pursuant to Section 3(a2(a) or 3(c), (B) suspend the rights of MRY to make sales pursuant to the Shelf Registration for such a period of time as the Board management of Directors the Company may reasonably 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 3(a)(i)(B)(wexceed 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 3(a)(i)(B)(w) following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 3(a)(i) (except such suspension, not to exceed ten days, which results from an event that is not within the reasonable control of the Company); provided, however, that the Company will not be entitled to postpone or suspend the effectiveness of the BHA Resale Registration Statement (as may be continued pursuant to Section 3(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 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 premature disclosure of which would materially and adversely affect the Companycommunications.