Common use of Holdback Agreement; Postponement Clause in Contracts

Holdback Agreement; Postponement. The Company and the Issuer Trust shall be entitled to cause the Shelf Registration Statement to be withdrawn and the effectiveness thereof to be terminated and shall be entitled to cause any Participating Broker-Dealers who have notified the Company and the Issuer Trust that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(t) hereof to suspend the use of the Prospectus, for a reasonable period of time, but not in excess of 30 days during any twelve (12) month period, if the Board of Directors of the Company determines in good faith that the registration and distribution of the Securities covered by the Exchange Offer Registration Statement or covered or to be covered by the Shelf Registration Statement would require premature disclosure by the Company of any material corporate development (including potential material business combination and merger and acquisition transactions) affecting the Company and the Company promptly gives the Holders of Registrable Securities and any Participating Broker-Dealers written notice of such determination, containing a general statement of the reasons for such postponement or withdrawal and an approximation of the period of the anticipated delay; PROVIDED, HOWEVER, that (i) the Holders of Registrable Securities and any Participating Broker-Dealers will not disclose the information contained in such statement and will not buy or sell shares of any publicly traded class of the Company's capital stock until such information is publicly disclosed by the Company and (ii) the Company may not utilize this right more than twice in any twelve (12) month period.

Holdback Agreement; Postponement. (i) The Stockholder agrees by acquisition of the Registrable Securities not to engage in transactions involving the Company's equity securities, including by commencing any public offering of the 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 180 days after any Registration Statement relating to the Company's equity securities (other than under Form S-4 or Form S-8) (either for its own account or for the benefit of the holders of any securities of the Company) has become effective; PROVIDED, that the Company 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 day after such notice is given. (ii) The Company and may, by written notice to the Issuer Trust shall be entitled Stockholder, postpone any registration which is requested pursuant to cause the Shelf Registration Statement Section 2 or delivery of a Prospectus pursuant to be withdrawn and the effectiveness thereof to be terminated and shall be entitled to cause any Participating Broker-Dealers who have notified Section 3(vii) if (A) the Company and the Issuer Trust reasonably believes that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(t) hereof to suspend the use of the Prospectus, for a reasonable period of time, but not in excess of 30 days during any twelve (12) month period, if the Board of Directors of the Company determines in good faith that the registration and distribution of the Securities covered by the Exchange Offer Registration Statement or covered or to be covered by the Shelf such Registration Statement would require premature disclosure of a 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 the process of making, or preparing to make, a registered offering of securities and the Company reasonably deems it advisable to temporarily discontinue disposition of securities, or (C) the Company reasonably believes that disposition of securities at such 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 of any material corporate development in connection therewith. (including potential material business combination and merger and acquisition transactionsiii) affecting Notwithstanding the Company black-out rights and the Company promptly gives lock-up periods set forth above in Sections 4(b)(i) and 4(b)(ii), the Holders of Registrable Securities and any Participating Broker-Dealers written notice of such determination, containing a general statement of the reasons for such postponement or withdrawal and an approximation of the period of the anticipated delay; PROVIDED, HOWEVER, that (i) the Holders of Registrable Securities and any Participating Broker-Dealers will not disclose the information contained in such statement and will not buy or sell shares of any publicly traded class of the Company's capital stock until such information is publicly disclosed by the Company and (ii) the Company may not utilize this right more than twice Stockholder shall in any twelve (12) month periodevent be entitled to 120 days in each calendar year that are not subject to any black-out or lock-up.

Holdback Agreement; Postponement. The Notwithstanding the provisions of -------------------------------- Section 3(a), if, during the period commencing on the ninety-first (91/st/) day following the publication by Acquiror of the financial results covering at least thirty (30) days of combined operations of Company and Acquiror after the Issuer Trust shall be entitled to cause the Shelf Registration Statement to be withdrawn and the effectiveness thereof to be terminated and shall be entitled to cause any Participating Broker-Dealers who have notified the Company and the Issuer Trust that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(t) hereof to suspend the use of the ProspectusEffective Time, for a reasonable period of time, but not in excess of 30 days during any twelve (12) month period, if the Board of Directors of the Company determines Acquiror determines, in good faith and in reliance upon advice of outside counsel that disclosure would be required by or would violate contractual obligations or that disclosure would be advisable under applicable law, that it is in the best interests of Acquiror (A) not to disclose the existence of facts surrounding any proposed or pending acquisition, disposition, strategic alliance or financing transaction involving Acquiror or (B) for any purpose relating to: (aa) a registration of equity securities of Acquiror, (bb) a registration of convertible securities of Acquiror (including any underlying equity securities), (cc) a sale of any securities in a Rule 144A transaction, or (dd) a registration of any securities relating to a transaction described in Rule 145(a), to suspend the registration and distribution rights set forth herein, Acquiror may, by notice to the Holders in accordance with Section 7(a), suspend the rights of the Securities covered by the Exchange Offer Registration Statement or covered or Holders to be covered by make sales pursuant to the Shelf Registration Statement would require premature disclosure for such a period of time as the Board of Directors may reasonably determine, provided, however, that such suspension shall be terminated by Acquiror as soon as is reasonably practicable but in no event later than ninety (90) days after the Company notice of any material corporate development (including potential material business combination and merger and acquisition transactions) affecting the Company and the Company promptly gives suspension is delivered to the Holders and provided, further, that Acquiror shall not be entitled to exercise its suspension rights under this Section 3(f) more than one time in any 365-day period. In the event that any such suspension occurs during the Underwritten Takedown Notice Period, the Underwritten Takedown Notice Period shall be extended by that number of Registrable Securities and any Participating Broker-Dealers written notice days equal to the number of days of such determination, containing a general statement of the reasons for such postponement or withdrawal and an approximation of the period of the anticipated delay; PROVIDED, HOWEVER, that (i) the Holders of Registrable Securities and any Participating Broker-Dealers will not disclose the information contained in such statement and will not buy or sell shares of any publicly traded class of the Company's capital stock until such information is publicly disclosed by the Company and (ii) the Company may not utilize this right more than twice in any twelve (12) month periodsuspension.

Holdback Agreement; Postponement. The Company and the Issuer Trust shall be entitled to cause -------------------------------- postpone the Shelf filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to Section 2 or 3, or to cause such a Registration Statement that has previously been filed and declared effective to be withdrawn and the effectiveness thereof to be terminated and shall be entitled to cause any Participating Broker-Dealers who have notified the Company and the Issuer Trust that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(t) hereof to suspend the use of the Prospectusterminated, for a reasonable period of time, but not in excess of 30 90 days during any twelve (12) month perioda "Delay Period"), if the Board of Directors of the Company determines in good faith that (i) the required financial statements are unavailable for reasons beyond the Company's control, (ii) the registration and distribution of the Securities Shares covered or to be covered by the Exchange Offer such Registration Statement would materially interfere with any pending or contemplated material public offering of equity securities by the Company, or (iii) the registration and distribution of the Shares covered or to be covered by the Shelf Registration Statement would require premature disclosure by the Company of any material corporate development (including potential material business combination and merger and acquisition transactions) affecting the Company and the Company promptly gives the Holders of Registrable Securities and any Participating Broker-Dealers PMSI written notice of such determination, containing a general statement of the reasons for such postponement or withdrawal and an approximation of the period of the anticipated delay; PROVIDEDprovided, HOWEVERhowever, that (ix) the Holders of Registrable Securities and any Participating Broker-Dealers PMSI will not disclose the information contained in such statement and will not buy or sell shares of any publicly traded class of the Company's capital stock until such information is publicly disclosed by the Company and (iiy) the Company may not utilize this right more than twice in any twelve (12) month period. If the Company shall so postpone the filing of a Registration Statement, PMSI shall have the right to withdraw the request for registration by giving written notice to the Company within 30 days after receipt of the notice of postponement. Should PMSI withdraw its request for registration pursuant to Section 4, PMSI shall continue to have the right to request that the Company register the Shares pursuant to Section 2. Should the Company initiate a Delay Period with regard to the S-4 Registration Statement, then the S-4 Effective Period, if the Delay Period shall occur during the S-4 Effective Period, shall be extended for a number of days equal to the number of days in the Delay Period and the Demand Period, if the Delay Period shall occur after the expiration of the S-4 Effective Period, shall be extended for a period equal to the Delay Period.