Common use of Postponement of Demand Registration Clause in Contracts

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by both the president and chief financial officer of the Company certifying that, in the good faith judgment of the board of directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12twelve-month period), for a reasonable period of time not in excess of 60 sixty (60) days, the filing of a Registration Statement if the Company delivers to the holders Holders requesting registration a certificate signed by both the president and chief financial officer resolution of the Company certifying Board that, in the good faith judgment of the board of directors of the CompanyBoard, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, been disclosed to the public and is not otherwise required to be, be disclosed to the publicat that time, the premature disclosure of which would materially adversely affect the Company. Such certificate Board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders Holders receiving such certificate resolution shall keep the information contained in such certificate resolution confidential subject to on the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of Holder who made the Registrable Securities to be included in such registration statement) Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company within 20 twenty (20) days of the anticipated termination date of the postponement period, as provided in the certificate such resolution delivered to the holdersHolders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder is entitled pursuant to the terms herein.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve (12-) month period), for a reasonable period of time not in excess of 60 seventy-five (75) days, the filing of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by both the president Chief Executive Officer and chief financial officer Chief Financial Officer of the Company certifying that, in the good faith judgment of the board Board of directors Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p6(o). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of holder who made the Registrable Securities to be included in such registration statement) Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company within 20 twenty (20) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such holder is entitled pursuant to the terms of this Agreement.

Postponement of Demand Registration. The Company HII shall be entitled to postpone (but not more than once in any 12twelve-month period), for a reasonable period of time not in excess of 60 75 days, the filing of a Registration Statement (but not the preparation of such Registration Statement) if the Company HII delivers to the holders requesting registration a certificate signed by both the president and chief financial officer resolution of the Company certifying board of directors of HII that, in the good faith judgment of the board of directors of the CompanyHII, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company HII or any material transaction under consideration by the Company HII or would require disclosure of information that has not been, been disclosed to the public and is not otherwise required to be, be disclosed to the publicat that time, the premature disclosure of which would materially adversely affect the CompanyHII. Such certificate board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate board resolution shall keep the information contained in such certificate board resolution confidential subject to on the same terms set forth in Section 5(p). If the Company HII shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of holder who made the Registrable Securities to be included in such registration statement) Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company HII within 20 days of the anticipated termination date of the postponement period, as provided in the certificate board resolution delivered to the holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such holder is entitled pursuant to the terms of this Agreement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once twice in any 12twelve-month period), for a reasonable period of time not in excess of 60 ninety (90) days, the filing of a Registration Statement if the Company delivers to the holders requesting registration members of the Demanding Qualified Holder Group a certificate signed by both the president principal executive officer and chief the principal financial officer of the Company certifying that, in the good faith judgment of the board Board of directors Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company, or would render the Company unable to comply with the requirements under the Securities Act or the Exchange Act, or would require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders Persons receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p6(q). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Demanding Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) Holder Group shall have the right to withdraw the request for registration by giving written notice to the Company within 20 thirty (30) days of the anticipated termination date of the postponement period, as provided in the certificate delivered thereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which the Qualified Holder Groups are entitled pursuant to the holdersterms of this Agreement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period)Group may postpone, for a reasonable period of time on one or more occasions not in excess of 60 days90 days in the aggregate (together with any Shelf Suspensions) in any 12-month period, the filing (but not the preparation) of a Registration Statement if the Company delivers to the holders requesting registration Sponsor a certificate signed by both the president and chief financial an executive officer of the Company certifying that, in the good faith judgment of the board of directors of the Company, that such registration and offering would reasonably be expected (i) require the Company to materially adversely affect make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing of financing, acquisition, disposition or other similar transaction involving the Company or any material transaction of its subsidiaries then under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Companyconsideration. Such certificate shall contain a statement notify the Sponsor only of the reasons for occurrence of such postponement an event and an approximation of the anticipated delaydelay but shall provide no additional information regarding such event to the extent such information would constitute material non-public information. The holders receiving such certificate Sponsor shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p9(p). If the Company Group shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) Sponsor shall have the right to withdraw the request for registration by giving written notice to the Company within 20 ten days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holdersSponsor and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event the Sponsor does not so withdraw the request for registration, the Company Group shall continue to prepare a Registration Statement during such postponement such that it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness of the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12twelve-month period), for a reasonable period of time not in excess of 60 one hundred eighty (180) days, the filing of a Registration Statement if the Company delivers to the holders requesting registration members of the Demanding Qualified Holder Group a certificate signed by both the president principal executive officer and chief the principal financial officer of the Company certifying that, in the good faith judgment of the board Board of directors Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company, or would render the Company unable to comply with the requirements under the Securities Act or the Exchange Act, or would require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders Persons receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p6(q). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Demanding Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) Holder Group shall have the right to withdraw the request for registration by giving written notice to the Company within 20 thirty (30) days of the anticipated termination date of the postponement period, as provided in the certificate delivered thereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which the Qualified Holder Groups are entitled pursuant to the holdersterms of this Agreement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-twelve month period), for a reasonable period of time not in excess of 60 90 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration members of the Demanding Qualified Holder Group a certificate signed by both the president Chief Executive Officer and chief financial officer Chief Financial Officer of the Company certifying that, in the good faith judgment of the board Board of directors Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders Persons receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p6(p). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Demanding Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) Holder Group shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered thereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which the Demanding Qualified Holder Group is entitled pursuant to the holdersterms of this Agreement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12twelve-month period), for a reasonable period of time not in excess of 60 ninety (90) days, the filing of a Registration Statement if the Company delivers to the holders requesting registration members of the Demanding Qualified Holder Group a certificate signed by both the president principal executive officer and chief the principal financial officer of the Company certifying that, in the good faith judgment of the board Board of directors Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders Persons receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p6(q). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Demanding Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) Holder Group shall have the right to withdraw the request for registration by giving written notice to the Company within 20 twenty (20) days of the anticipated termination date of the postponement period, as provided in the certificate delivered thereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which the Qualified Holder Groups are entitled pursuant to the holdersterms of this Agreement.

Postponement of Demand Registration. The Company WIND shall be entitled to postpone (but not more than once in any 12twelve-month period), for a reasonable period of time not in excess of 60 75 days, the filing of a Registration Statement (but not the preparation of such Registration Statement) if the Company WIND delivers to the holders requesting registration a certificate signed by both the president and chief financial officer resolution of the Company certifying board of directors of WIND that, in the good faith judgment of the board of directors of the CompanyWIND, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company WIND or any material transaction under consideration by the Company WIND or would require disclosure of information that has not been, been disclosed to the public and is not otherwise required to be, be disclosed to the publicat that time, the premature disclosure of which would materially adversely affect the CompanyWIND. Such certificate board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate board resolution shall keep the information contained in such certificate board resolution confidential subject to on the same terms set forth in Section 5(p). If the Company WIND shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of holder who made the Registrable Securities to be included in such registration statement) Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company WIND within 20 days of the anticipated termination date of the postponement period, as provided in the certificate board resolution delivered to the holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such holder is entitled pursuant to the terms of this Agreement.

Postponement of Demand Registration. The Company Corporation shall be entitled to postpone (but not more than once in any 12-12 month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement if the Company Corporation delivers to the holders requesting registration a certificate signed by both the president and chief financial officer of the Company Corporation certifying that, in the good faith judgment of the board of directors of the CompanyCorporation, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company Corporation or any material transaction under consideration by the Company Corporation or would require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the CompanyCorporation. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p6(p). If the Company Corporation shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of holder who made the Registrable Securities to be included in such registration statement) Demand Registration or Pre-QPO Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company Corporation within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations or Pre-QPO Demand Registrations to which such holder is entitled pursuant to the terms of this Agreement.

Postponement of Demand Registration. The Company shall will be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 days90 days (less the number of days the Company has postponed the filing of a registration statement pursuant to Section 3(b)(iii) or Section 3(c)(i)), the filing of a Registration Statement registration statement in accordance with this Section 3(a) or Section 3(b) if the Company delivers to notifies the holders Holders requesting registration a certificate signed by both the president and chief financial officer of the Company certifying Registration that, in the good faith judgment of the board of directors of the CompanyCompany (in consultation with legal counsel and/or an investment banking firm of recognized national standing), such registration Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company. Such certificate shall notice will contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p). If the Company shall so postpone postpones the filing of a Registration Statementregistration statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) shall Initiating Holders will have the right to withdraw the request for registration Registration (and the Holders who have requested that their Registrable Securities be included in such Registration may withdraw such Registrable Securities from such Registration) by giving written notice to the Company within 20 ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate notice delivered to the holdersHolders and such withdrawn registration will not count as a Demand Registration.

Postponement of Demand Registration. The Company shall be entitled entitled, by delivering written notice to the Holders requesting registration, to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 120 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by both the president and chief financial officer of the Company certifying that, determines in the good faith judgment of the board of directors of the Company, Company that such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate notice shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders Holders receiving such certificate notice shall keep the information contained in such certificate notice confidential subject to the same terms set forth in Section 5(p6(p). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in Key Investor who requested such registration statementpursuant to Section 2(a) shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days of (which shall promptly forward such notice to any other Holders participating in such proposed offering) at any time prior to the anticipated termination date of the postponement period, as provided in the certificate notice delivered to the holdersHolders.

Postponement of Demand Registration. The Company Corporation shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 120 days, the filing of a Registration Statement if the Company Corporation delivers to the holders requesting registration PESC Company a certificate signed by both the president and chief financial officer resolution of the Company certifying Board that, in the good faith judgment of the board of directors of the CompanyBoard, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company Corporation or any material transaction under consideration by the Company Corporation or would require disclosure of information that has not been, been disclosed to the public and is not otherwise required to be, be disclosed to the publicat that time, the premature disclosure of which would materially adversely affect the CompanyCorporation. Such certificate Board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate PESC Company shall keep the information contained in such certificate resolution confidential subject to on the same terms set forth in Section 5(p). If the Company Corporation shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) PESC Company shall have the right to withdraw the request for registration by giving written notice to the Company Corporation within 20 days of the anticipated termination date of the postponement period, as provided in the certificate such resolution delivered to PESC Company, and in the holdersevent of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which PESC Company is entitled pursuant to the terms herein.

Postponement of Demand Registration. The Company Corporation shall be entitled to postpone (but not more than once twice in any 12twelve-month period), for a reasonable period of time not in excess of 60 90 days, the filing of a Registration Statement if the Company Corporation delivers to the holders requesting registration a certificate signed by both the president and chief financial officer resolution of the Company certifying board of directors of the Corporation that, in the good faith judgment of the board of directors of the CompanyCorporation, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company Corporation or any material transaction under consideration by the Company Corporation or would require disclosure of information that has not been, been disclosed to the public and is not otherwise required to be, be disclosed to the publicat that time, the premature disclosure of which would materially adversely affect the CompanyCorporation. Such certificate board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate board resolution shall keep the information contained in such certificate board resolution confidential subject to on the same terms set forth in Section 5(p). If the Company Corporation shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of holder who made the Registrable Securities to be included in such registration statement) Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company Corporation within 20 days of the anticipated termination date of the postponement period, as provided in the certificate board resolution delivered to the holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such holder is entitled pursuant to the terms of this Agreement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of 60 75 days, the filing (but not the preparation) of a Registration Statement if the Company delivers to the holders Purchasers requesting registration a certificate signed by both the president and chief financial officer of the Company Chief Executive Officer or Chief Financial Officer certifying that, in the good faith judgment of the board of directors of the Company, that such registration and offering would reasonably be expected (i) require the Company to materially adversely affect make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing of financing, acquisition, disposition or other similar transaction involving the Company or any material transaction of its Subsidiaries then under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Companyconsideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders Purchasers receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p)confidential. If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in Purchasers requesting such registration statement) shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the at any time during such postponement period, as provided in the certificate delivered to the holdersapplicable Purchasers and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice for purposes of Section 4.11(a)(v); provided that in the event such Purchasers do not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 4.11(a)(iii), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of the applicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Company shall be entitled to postpone postpone, for a reasonable period of time (but not more than once than, in the aggregate 60 days in any 12-month period), for a reasonable period of time not in excess of 60 days, the filing of a Registration Statement pursuant to this Section 2, if the Company delivers to the holders requesting registration a certificate signed by both the president chief executive officer and chief financial officer of the Company certifying that, in the good faith judgment of the board of directors of the Company, such registration and offering (i) would reasonably be expected to materially adversely affect or materially interfere with (A) any bona fide material financing of the Company or (B) any material transaction under consideration by the Company or (ii) would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% a majority of the Registrable Securities which are to be included registered in such registration statement) a particular offering pursuant to this Section 2 shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days of prior to the anticipated termination date of the postponement period, as provided in the certificate delivered to Investor and, if withdrawn, the holdersDemand Notice shall be deemed not to have been made for all purposes under this Agreement, the Company shall pay all expenses of such written Demand Registration in accordance with Section 6, and such withdrawal of the request for registration shall not be subject to the proviso in the last sentence of Section 6(b).

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12twelve-month period), for a reasonable period of time not in excess of 60 one hundred twenty (120) days, the filing of a Registration Statement if the Company delivers to the holders requesting registration members of the Demanding Qualified Holder Group a certificate signed by both the president principal executive officer and chief the principal financial officer of the Company certifying that, in the good faith judgment of the board Board of directors Directors of the Company, such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders Persons receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p6(q). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Demanding Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) Holder Group shall have the right to withdraw the request for registration by giving written notice to the Company within 20 twenty (20) days of the anticipated termination date of the postponement period, as provided in the certificate delivered thereto, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which the Qualified Holder Groups are entitled pursuant to the holdersterms of this Agreement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period)may postpone, for a reasonable period of time on one or more occasions not in excess of 60 days120 days in the aggregate (together with any Shelf Suspensions) in any 12-month period, the filing (but not the preparation) of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by both the president and chief financial officer of the Company certifying that, Board determines in the its good faith judgment of the board of directors of the Company, that such registration and offering Demand Registration would reasonably be expected to materially adversely affect or (i) materially interfere with any bona fide proposal or plan that is material financing of to the Company related to any financing, acquisition of assets or any material transaction under consideration by securities, recapitalization, merger, consolidation, tender offer, reorganization or similar transaction, (ii) require the Company to make an Adverse Disclosure or would require disclosure of information that has not been, and is not otherwise required (iii) render the Company unable to be, disclosed to comply with requirements under the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p)Securities Act or Exchange Act. If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) Initiating Sponsor shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event the Initiating Sponsor does not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that it shall be in a position to and shall, as promptly as practicable following the expiration of the anticipated termination date applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness of the postponement period, as provided in the certificate delivered to the holdersapplicable deferred or suspended Registration Statement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-twelve month period), for a reasonable period of time not in excess of 60 90 days, the filing of a Registration Statement if the Company delivers to the holders requesting registration a certificate signed by both the president President and chief financial officer Chief Financial Officer of the Company certifying stating that, in the good faith judgment of the board Board of directors Directors of the Company, such registration and offering would reasonably be expected to materially could adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of holder who made the Registrable Securities to be included in such registration statement) Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such holder is entitled pursuant to the terms of this Agreement.

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period not to exceed 60 days after receipt of time not in excess of 60 days, any Demand Notice the filing of a Registration Statement pursuant to a Demand Registration if the Company delivers to the holders requesting registration a certificate signed by both the president and chief financial officer of the Company certifying that, determines in the good faith judgment of the board Board of directors of the CompanyDirectors, that such registration and offering would reasonably be expected (x) have a material adverse effect on any proposal or plan by the Registrant to materially adversely affect or materially interfere with engage in any bona fide material financing acquisition of assets (other than in the Company ordinary course of business) or any material merger, consolidation, tender offer, reorganization, financing or similar transaction under consideration by the Company or would (y) require disclosure of information that has not been, and is not otherwise required to be, been disclosed to the public, the premature disclosure of which would be materially adversely affect harmful to the Company. Such certificate ; provided, that the Company shall contain a statement of the reasons for not be permitted to exercise such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained right more than once in such certificate confidential subject to the same terms set forth in Section 5(p)any 12-month period. If the Company shall so postpone the filing of a Registration Statement, the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the Registrable Securities to be included in such registration statement) Holders shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days of (and to any other selling Holders participating in such proposed offering) at any time prior to the anticipated termination date of the postponement period, as provided in any notice delivered by the certificate delivered Company to the holdersRequisite Holders who had initiated the Demand Registration.