Common use of Postponement of Registration Clause in Contracts

Postponement of Registration. Notwithstanding the foregoing, the Company shall not be obligated to effect, or take action to effect, any Demand Registration, Shelf Registration or Underwritten Shelf Takedown during the period in which the board of directors of the Company (the “Board”) determines that in its reasonable judgment and in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration, Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, and the Company may, at its option, direct that such request be delayed for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effect; provided, however, that (i) the Company shall be entitled to a maximum of one (1) Delay Period in any twelve (12) month period and (ii) no Delay Period shall last for more than forty-five (45) consecutive days. Furthermore, in the event that the Board determines that in its reasonable judgment and in good faith it is advisable to suspend for a period of time (a “Suspension Period”) the use of a Prospectus included in a Registration Statement because the use of such Prospectus would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, the Company shall, in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(s), to such effect, and, upon receipt of such notice, such Holders or managing underwriter(s), as applicable, shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until: (i) such Holders or managing underwriter(s), as applicable, have been advised that the Prospectus has been filed with the SEC and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter(s) has received copies of a Prospectus; or (ii) such Holders and managing underwriter(s), as applicable, are advised in writing by the Company that the then current Prospectus may be used and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (B) in accordance with the Company’s policies from time to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Company.

Postponement of Registration. Notwithstanding (i) The Company shall be entitled to postpone the foregoingfiling (but not the preparation) or the initial effectiveness of, or suspend the use of, a Registration Statement up to two times in any twelve (12) month period, in each case for a reasonable period of time that does not exceed, in the aggregate together with all other such postponements or suspensions, ninety (90) days in any twelve (12) month period, if the Company shall not be obligated delivers to effect, the Shareholders requesting registration or take action Shareholders named in a Registration Statement filed pursuant to effect, any Demand Registration, Shelf Registration or Underwritten Shelf Takedown during the period in which the board of directors of Section 3(a) a certificate signed by an executive officer certifying that such registration and offering would (A) require the Company to make an Adverse Disclosure or (the “Board”B) determines that in its reasonable judgment and in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration, Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending bona fide material financing, acquisition or corporate reorganization acquisition, disposition or other material corporate development similar transaction involving the Company or any of its subsidiaries or would require premature disclosure thereof, Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders receiving such disclosure would be materially adverse certificate shall keep the information contained in such certificate confidential subject to the Company, and the Company may, at its option, direct that such request be delayed for a reasonable period of time same terms set forth in Section 6(r). (a “Delay Period”ii) and If the Company shall notify so postpone the Initiating Holders filing of a Registration Statement pursuant to a Demand Notice, the Shareholders requesting such effectregistration shall have the right to withdraw a request for registration pursuant to Section 3(b) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; providedprovided that in the event such Shareholders do not so withdraw the request for registration, however, that (i) the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 3(d), it shall be entitled in a position to a maximum and shall, as promptly as practicable following the expiration of one (1) Delay Period in any twelve (12) month period the applicable deferral or suspension period, file or update and (ii) no Delay Period shall last for more than forty-five (45) consecutive days. Furthermore, in the event that the Board determines that in use its reasonable judgment efforts to cause the effectiveness and in good faith it is advisable to suspend for a period of time (a “Suspension Period”) the use of a Prospectus included in a the applicable deferred or suspended Registration Statement because Statement. (iii) In the event the Company exercises its rights to postpone the initial effectiveness of, or suspend the use of such Prospectus would materially interfere with any pending material financingof, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, the Company shall, in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(s), to such effect, and, upon receipt of such notice, such Holders or managing underwriter(s), as applicable, shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until: (i) such Holders or managing underwriter(s), as applicable, have been advised that the Prospectus has been filed with the SEC and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter(s) has received copies Shareholders agree to suspend, promptly upon their receipt of a Prospectus; or (ii) such Holders and managing underwriter(s)the certificate referred to above, as applicable, are advised in writing by use of the Company that the then current Prospectus may be used and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such the Demand Registration Statement, or Prospectus contained within the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything Registration Statement filed pursuant to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (BSection 3(a) in accordance connection with the Company’s policies from time any sale or offer to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Companysell Registrable Securities.

Postponement of Registration. Notwithstanding the foregoing, the The Company shall be entitled to postpone the filing (but not be obligated to effectthe preparation) or the initial effectiveness of, or take action to effectsuspend the use of, any Demand Registrationa Registration Statement, Shelf Registration or Underwritten Shelf Takedown during the period in which the board of directors of the Company (the “Board”) determines that in its reasonable judgment and in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration, Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, and the Company may, at its option, direct that such request be delayed each case for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effect; provided, however, that (i) the Company shall be entitled to a maximum of one (1) Delay Period not more than twice in any twelve (12) month period and that does not exceed (iix) no Delay Period shall last for more than forty-five sixty (4560) consecutive days. Furthermore, days on any one occasion or (y) in the event that aggregate together with all other such postponements or suspensions, ninety (90) days in any twelve (12) month period, if the Board determines that in its reasonable judgment and in good faith it is advisable Company delivers, as applicable, to suspend for a period of time (a “Suspension Period”) the use of a Prospectus included Shareholders requesting registration or the Shareholders named in a Registration Statement because filed pursuant to Section 3(a) a certificate signed by an executive officer certifying that such registration and offering would (A) require the use of such Prospectus would Company to make an Adverse Disclosure or (B) materially interfere with any pending bona fide material financing, acquisition or corporate reorganization acquisition, disposition or other material corporate development similar transaction involving the Company or any of its subsidiaries or would require premature disclosure thereof, Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders receiving such disclosure would be materially adverse certificate shall keep the information contained in such certificate confidential subject to the Company, same extent and on the Company shall, same terms and conditions as set forth in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(sSection 6(o), to such effect, and, upon receipt of such notice, such Holders or managing underwriter(s), as applicable, shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until:. (i) If the Company shall so postpone the filing of a Registration Statement in accordance with this Section 3(d) or suspend its use following the delivery of a Demand Notice, the Shareholders who sent the Demand Notice initiating such Holders or managing underwriter(sregistration shall have the right to withdraw such Demand Notice pursuant to Section 3(b) by giving written notice to the Company during the period beginning from the date of postponement notice to the tenth (10th) day prior to the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that, in the event such Shareholders do not so withdraw their Demand Notice, the Company shall continue to prepare a Registration Statement during such postponement such that, if the Company exercises its rights under this Section 3(d), it shall be in a position to and shall, as applicablepromptly as practicable following the expiration of the applicable deferral or suspension period, have been advised that file or update and use its reasonable efforts to cause the Prospectus has been filed with effectiveness of the SEC andapplicable deferred or suspended Registration Statement. (ii) In the event the Company exercises its rights to postpone the initial effectiveness of, if required by terms of an underwriting agreement relating to Registrable Securities covered by such or suspend the use of, a Registration Statement, the managing underwriter(s) has received copies Shareholders participating in such Demand Registration shall suspend, promptly upon their receipt of a Prospectus; or (ii) such Holders and managing underwriter(s)the certificate referred to above, as applicable, are advised in writing by use of the Company that the then current Prospectus may be used and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Demand Registration Statement, or the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything Prospectus contained within the Registration Statement filed pursuant to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (BSection 3(a) in accordance connection with the Company’s policies from time any sale or offer to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Companysell Registrable Securities.

Postponement of Registration. Notwithstanding the foregoing, the The Company shall be entitled to postpone the filing (but not be obligated to effectthe preparation) or the initial effectiveness of, or take action to effectsuspend the use of, any Demand Registrationa Registration Statement, Shelf Registration or Underwritten Shelf Takedown during the period in which the board of directors of the Company (the “Board”) determines that in its reasonable judgment and in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration, Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, and the Company may, at its option, direct that such request be delayed each case for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effect; provided, however, that (i) the Company shall be entitled to a maximum of one (1) Delay Period does not exceed twice in any twelve (12) month period and that does not exceed (iix) no Delay Period shall last for more than forty-five sixty (4560) consecutive days. Furthermore, days on any one occasion or (y) in the event that aggregate together with all other such postponements or suspensions, ninety (90) days in any twelve (12) month period, if the Board determines that in its reasonable judgment and in good faith it is advisable Company delivers to suspend for a period of time (a “Suspension Period”) the use of a Prospectus included Shareholders requesting registration or Shareholders named in a Registration Statement because filed pursuant to Section 3(a) a certificate signed by an executive officer certifying that such registration and offering would (A) require the use of such Prospectus would Company to make an Adverse Disclosure or (B) materially interfere with any pending bona fide material financing, acquisition or corporate reorganization acquisition, disposition or other material corporate development similar transaction involving the Company or any of its subsidiaries or would require premature disclosure thereof, Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders receiving such disclosure would be materially adverse certificate shall keep the information contained in such certificate confidential subject to the Company, the Company shall, same terms set forth in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(sSection 6(o), to such effect, and, upon receipt of such notice, such Holders or managing underwriter(s), as applicable, shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until:. (i) If the Company shall so postpone the filing of a Registration Statement pursuant to a Demand Notice, the Shareholders requesting such Holders or managing underwriter(sregistration shall have the right to withdraw a request for registration pursuant to Section 3(b) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event such Shareholders 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 3(d), it shall be in a position to and shall, as applicablepromptly as practicable following the expiration of the applicable deferral or suspension period, have been advised that file or update and use its reasonable efforts to cause the Prospectus has been filed with effectiveness of the SEC andapplicable deferred or suspended Registration Statement. (ii) In the event the Company exercises its rights to postpone the initial effectiveness of, if required by terms of an underwriting agreement relating to Registrable Securities covered by such or suspend the use of, a Registration Statement, the managing underwriter(s) has received copies Shareholders agree to suspend, promptly upon their receipt of a Prospectus; or (ii) such Holders and managing underwriter(s)the certificate referred to above, as applicable, are advised in writing by use of the Company that the then current Prospectus may be used and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such the Demand Registration Statement, or Prospectus contained within the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything Registration Statement filed pursuant to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (BSection 3(a) in accordance connection with the Company’s policies from time any sale or offer to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Companysell Registrable Securities.

Postponement of Registration. Notwithstanding the foregoing, the The Company shall be entitled to postpone the filing (but not be obligated to effectthe preparation) or the initial effectiveness of, or take action to effectsuspend the use of, any Demand Registrationa Registration Statement, Shelf Registration or Underwritten Shelf Takedown during the period in which the board of directors of the Company (the “Board”) determines that in its reasonable judgment and in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration, Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, and the Company may, at its option, direct that such request be delayed each case for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effect; provided, however, that (i) the Company shall be entitled to a maximum of one (1) Delay Period not more than twice in any twelve (12) month period and that does not exceed (iix) no Delay Period shall last for more than forty-five sixty (4560) consecutive days. Furthermore, days on any one occasion or (y) in the event that aggregate together with all other such postponements or suspensions, ninety (90) days in any twelve (12) month period, if the Board determines that in its reasonable judgment and in good faith it is advisable Company delivers, as applicable, to suspend for a period of time (a “Suspension Period”) the use of a Prospectus included Shareholders requesting registration or the Shareholders named in a Registration Statement because filed pursuant to Section 3(a) a certificate signed by an executive officer certifying that such registration and offering would (A) require the use of such Prospectus would Company to make an Adverse Disclosure or (B) materially interfere with any pending bona fide material financing, acquisition or corporate reorganization acquisition, disposition or other material corporate development similar transaction involving the Company or any of its subsidiaries or would require premature disclosure thereof, Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an estimate of the anticipated delay. The Shareholders receiving such disclosure would be materially adverse certificate shall keep the information contained in such certificate confidential subject to the Company, same extent and on the Company shall, same terms and conditions as set forth in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(sSection 6(o), to such effect, and, upon receipt of such notice, such Holders or managing underwriter(s), as applicable, shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until:. (i) If the Company shall so postpone the filing of a Registration Statement in accordance with this Section 3(d) or suspend its use following the delivery of a Demand Notice, the Shareholders who sent the Demand Notice initiating such Holders or managing underwriter(sregistration shall have the right to withdraw such Demand Notice pursuant to Section 3(b) by giving written notice to the Company during the period beginning from the date of postponement notice to the tenth (10th) day prior to the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that, in the event such Shareholders do not so withdraw their Demand Notice, the Company shall continue to prepare a Registration Statement during such postponement such that, if the Company exercises its rights under this Section 3(d), it shall be in a position to and shall, as applicablepromptly as practicable following the expiration of the applicable deferral or suspension period, have been advised that file or update and use its reasonable efforts to cause the Prospectus has been filed with effectiveness of the SEC andapplicable deferred or suspended Registration Statement. (ii) In the event the Company exercises its rights to postpone the initial effectiveness of, if required by terms of an underwriting agreement relating to Registrable Securities covered by such or suspend the use of, a Registration Statement, the managing underwriter(s) has received copies Shareholders participating in such Demand Registration shall suspend, promptly upon their receipt of a Prospectus; or (ii) such Holders and managing underwriter(s)the certificate referred to above, as applicable, are advised in writing by use of the Company that the then current Prospectus may be used and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Demand Registration Statement, or the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything Prospectus contained within the Registration Statement filed pursuant to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (BSection 3(a) in accordance connection with the Company’s policies from time any sale or offer to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Companysell Registrable Securities.

Postponement of Registration. Notwithstanding the foregoing, the Company shall not be obligated to effect, or take action to effect, any Demand Registration, Shelf Registration or Underwritten Shelf Takedown during the period in which the board of directors of the Company (the “Board”) determines that in its reasonable judgment and in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration, Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, and the Company may, at its option, direct that such request be delayed for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effect; provided, however, that (i) the Company shall be entitled to a maximum of one (1) Delay Period in any twelve (12) month period and (ii) no Delay Period shall last for more than forty-five (45) consecutive days. Furthermore, in the event that the Board determines that in its reasonable judgment and in good faith it is advisable to suspend for a period of time (a “Suspension Period”) the use of a Prospectus included in a Registration Statement because the use of such Prospectus would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, the Company shall, in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(s), to such effect, and, upon receipt of such notice, such Holders or managing underwriter(s), as applicable, shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until: : (i) such Holders or managing underwriter(s), as applicable, have been advised that the Prospectus has been filed with the SEC and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such 7 19572323.8 Execution Version Exhibit 4.1 Registration Statement, the managing underwriter(s) has received copies of a Prospectus; or or (ii) such Holders and managing underwriter(s), as applicable, are advised in writing by the Company that the then current Prospectus may be used and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (B) in accordance with the Company’s policies from time to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Company.

Postponement of Registration. Notwithstanding Subject to Section 2.5(b) of the foregoingPurchase Agreement, the Company’s obligations under Section 2.1 are also subject to or limited by the following: (a) The Company shall not be obligated required to effect, or take action to effect, any Demand Registration, Shelf obtain acceleration of the effective date of the Registration or Underwritten Shelf Takedown Statement (i) during the period in beginning fifteen (15) Business Days before the Company’s announced quarterly earnings release date through the second (2nd) Business Day following the earnings release date; or (ii) at any time which the board of directors Company determines in good faith that due to a pending or contemplated material acquisition or disposition, or public offering, market conditions or other material event it would be inadvisable to obtain acceleration of the effective date of the Registration Statement. (b) If before the filing or the effective date of the Registration Statement, the Company (the “Board”) determines that in its reasonable judgment and in good faith that the registration and distribution filing of the Registration Statement or the offering or sale of any Registrable Securities covered or pursuant to be covered by such Demand Registration, Shelf the Registration or Underwritten Shelf Takedown, as applicableStatement, would materially interfere with require disclosure of material non-public information, the disclosure of which at such time could reasonably be expected to have an adverse effect on the business or affairs of the Company or an adverse effect on any proposed proposal or pending material financing, acquisition or corporate reorganization or other material corporate development involving plan by the Company or any of its subsidiaries Affiliates to engage in any activity or would require premature disclosure thereoftransaction, and such disclosure would be materially adverse to the Companyincluding, and without limitation, any acquisition of assets or any merger, consolidation, tender offer or similar transaction, the Company may, at its option, direct that such request be delayed for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effect; provided, however, that (i) the Company shall be entitled to a maximum of one (1) Delay Period in any twelve (12) month period and (ii) no Delay Period shall last for more than forty-five (45) consecutive days. Furthermore, in the event that the Board determines that in its reasonable judgment and in good faith it is advisable to suspend for a period of time (a “Suspension Period”) the use of a Prospectus included in a Registration Statement because the use of such Prospectus would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse upon notice to the CompanyStockholders, postpone for up to ninety (90) days the filing or the effective date of the Registration Statement. (c) If pursuant to Section 2.5 of the Purchase Agreement, the Company shall, in connection with a Prospectus relating substitutes cash for all of the shares of ABC Common Stock to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(s), to such effect, and, upon receipt of such notice, such Holders or managing underwriter(s), as applicable, shall immediately discontinue any sales of Registrable Securities be issued pursuant to such Section 2.2(b)(i) of the Purchase Agreement, then the Registration Statement until: (i) such Holders or managing underwriter(s), as applicable, have been advised that the Prospectus has been filed with the SEC and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter(s) has received copies of a Prospectus; or (ii) such Holders and managing underwriter(s), as applicable, are advised in writing by the Company that the then current Prospectus may be used and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary contained herein, (i) the Company this Agreement shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period terminated and (ii) have no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate further force or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (B) in accordance with the Company’s policies from time to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Company.

Postponement of Registration. Notwithstanding If the Buyer shall determine, pursuant ---------------------------- to the good faith judgment of its Board of Directors, that there is (a) a material development or potential material development with respect to or involving the Buyer which the Buyer would be obligated to disclose in the prospectus included in the registration statement filed pursuant to Section 2 hereof or any document incorporated or deemed to be incorporated therein by reference, which disclosure would in the good faith judgment of the Board of Directors of the Buyer be premature or inadvisable at such time, or (b) the occurrence of any event that makes any statement made in the registration statement or prospectus included in the registration statement filed pursuant to Section 2 hereof or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect, or which requires the making of any changes in such registration statement or prospectus so that it will not contain an untrue statement of material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, then the Buyer shall notify the Company Shareholders in writing of the foregoing, the Company shall not be obligated to effect, or take action to effect, any Demand Registration, Shelf Registration or Underwritten Shelf Takedown during the period in which the board of directors of the Company (the “Board”) determines that in its reasonable judgment and in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration, Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, and the Company may, at its option, direct that such request be delayed for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effect; provided, however, that (i) the Company shall be entitled to a maximum of one (1) Delay Period in any twelve (12) month period and (ii) no Delay Period shall last for more than forty-five (45) consecutive days. Furthermore, in the event that the Board determines that in its reasonable judgment and in good faith it is advisable to suspend for a period of time (a “Suspension Period”) the use of a Prospectus included in a Registration Statement because the use of such Prospectus would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, the Company shall, in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(s), to such effect, and, upon receipt of such notice, the use of such Holders registration statement and prospectus shall be deferred or managing underwriter(s), as applicable, shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until: suspended and will not recommence until (i) such Holders or managing underwriter(s), as applicable, have been advised that the Prospectus has been filed with Company Shareholders receive from the SEC and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter(s) has received Buyer copies of a Prospectus; or supplemented or amended prospectus, or (ii) such Holders and managing underwriter(s), as applicable, Company Shareholders are advised in writing by the Company Buyer that the then current Prospectus prospectus may be used and, if required by terms of an underwriting agreement relating used. The Buyer will use its reasonable efforts to Registrable Securities covered by such Registration Statement, the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders supplement or amend the registration statement or prospectus filed pursuant to Section 2 hereof, to the extent necessary due to the occurrence of the Company’s equity securities who are not Holders any event described in clause (“Other Holders”b) under Registration Statements covering securities held by such Other Holders above, and (B) in accordance with allow use of the Company’s policies from time prospectus to time in effect, if applicable, forbid purchases and sales resume expeditiously; provided that the Buyer shall be under no obligation to take any -------- ---- action or make any disclosure which would be detrimental to the Buyer or its stockholders in the open market by directors and executive officers good faith judgment of the CompanyBoard, including without limitation disclosure of any pending business transactions or negotiations. To the extent the use of such registration statement and prospectus is deferred or suspended pursuant to this Section 3, the Effectiveness Period shall be extended by the period of any such deferral(s) or suspension(s).

Postponement of Registration. Notwithstanding anything to the foregoingcontrary herein, if the Company shall not be obligated to effectboard of directors of the Corporation, in its good faith reasonable judgment, determines that any registration of Registrable Securities or take action to effectoffering of Registrable Securities off of a shelf Registration Statement (a “Shelf Take-Down”), including any Demand Registration, a Required Shelf, any other shelf registration or automatic shelf registration or any Shelf Registration Underwritten Offering, should not be made or Underwritten Shelf Takedown during continued because it would materially interfere with any material financing, acquisition, corporate reorganization, merger, share exchange or similar transaction or event involving the period Corporation or any of its subsidiaries or because the Corporation does not yet have appropriate financial statements of acquired or to be acquired entities available for filing or because the Corporation has material, confidential information that may be required to be disclosed in a registration statement and which the board of directors of the Company Corporation deems reasonably inappropriate to disclose at such time (in each case, a “Valid Business Reason”), then (x) the Corporation may postpone filing a Registration Statement relating to a Demand Registration, a Required Shelf or any other shelf registration or automatic shelf registration and suspend the offering and sale of Registrable Securities off of any shelf Registration Statement, until five (5) business days after such Valid Business Reason no longer exists, but in no event, without the consent of the Stockholders, for more than ninety (90) days after the date the board of directors of the Corporation determines a Valid Business Reason exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Corporation, the Corporation may, to the extent determined in the good faith reasonable judgment of the board of directors of the Corporation to be reasonably necessary to avoid interference with any of the transactions described above, cause such Registration Statement to be withdrawn and its effectiveness terminated (other than a shelf Registration Statement, which shall not be subject to withdrawal or termination pursuant to this Section 3.4) or postpone amending or supplementing such Registration Statement until five (5) business days after such Valid Business Reason no longer exists, but in no event, without the consent of the Stockholders, for more than ninety (90) days after the date the board of directors of the Corporation determines a Valid Business Reason exists (such period of suspension, postponement or withdrawal under clause (x) or (y) of this Section 3.4, the “BoardPostponement Period”) determines that in its reasonable judgment and in good faith that ). The Corporation shall give written notice to the registration and distribution holders of the Registrable Securities covered that were (or would have had the right) to be covered by included in such Demand Registration, Required Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving shelf registration or automatic shelf registration or have the Company or any right to initiate a Shelf Take-Down of its subsidiaries determination to postpone or would require premature disclosure thereofwithdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, and such disclosure would be materially adverse to in each case, promptly after the Company, occurrence thereof and the Company may, at its option, direct that holders of Registrable Securities shall keep any information obtained in connection with such request be delayed for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effectnotice confidential; provided, however, that (i) the Company Corporation shall not be entitled permitted to postpone or withdraw a maximum of one (1) Delay Period Registration Statement more than twice in any twelve (12) month period and (ii) no Delay Period shall last or for an aggregate of more than forty-five one hundred twenty (45120) consecutive days. Furthermoredays in any twelve (12) month period, in each case without the event that consent of the Board determines that in its reasonable judgment and in good faith it is advisable to suspend for a period Stockholders. If the Corporation shall give any notice of time (a “Suspension Period”) the use suspension, postponement or withdrawal of a Prospectus included in a any Registration Statement because or Shelf Take-Down pursuant to the use of such Prospectus would materially interfere with foregoing paragraph, the Corporation shall not, during the Postponement Period, register any pending material financingCommon Stock, acquisition other than pursuant to a registration statement on Form S-4 or corporate reorganization or other material corporate development involving the Company Form S-8 (or any of its subsidiaries similar or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, the Company shall, in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(ssuccessor form), to such effect, and. Each Stockholder agrees that, upon receipt of such noticeany written notice from the Corporation that the Corporation has determined to suspend, withdraw, terminate or postpone amending or supplementing any Registration Statement or Shelf Take-Down pursuant to the foregoing paragraph, such Holders or managing underwriter(s), as applicable, shall immediately holder will for a corresponding period discontinue any sales its disposition of Registrable Securities pursuant to such Registration Statement. If the Corporation shall have withdrawn or prematurely terminated a Registration Statement until: filed pursuant to Section 3.1 or Section 4.1 (i) such Holders whether pursuant to the foregoing paragraph or managing underwriter(sas a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court or for any other reason permitted hereunder), as applicable, the Corporation shall not be considered to have been advised that effected an effective registration for the Prospectus has been purposes of this Agreement until the Corporation shall have filed with a new Registration Statement covering the SEC and, if required by terms of an underwriting agreement relating to Registrable Securities covered by the withdrawn or terminated Registration Statement and such Registration StatementStatement shall have been declared effective and shall not have been withdrawn. If the Corporation shall give any notice of suspension, withdrawal or postponement of a Registration Statement or Shelf Take-Down, the managing underwriter(sCorporation shall, not later than five (5) has received copies business days after the Valid Business Reason that caused such suspension, withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of a Prospectus; or (ii) such Holders and managing underwriter(sthe postponement or withdrawal), as applicable, are advised in writing by use its reasonable best efforts to effect the Company that registration under the then current Prospectus may be used and, if required by terms Securities Act of an underwriting agreement relating to the Registrable Securities covered by the withdrawn or postponed Registration Statement in accordance with this Section 3 or Section 4, as applicable (unless the Stockholders shall have withdrawn such Registration Statementrequest, in which case the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company Corporation shall not be entitled considered to initiate have effected an effective registration for the purposes of this Agreement), and such registration shall not be withdrawn or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of postponed pursuant to the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (B) in accordance with the Company’s policies from time to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Companyforegoing paragraph.

Postponement of Registration. (i) Notwithstanding anything to the foregoingcontrary herein, if the Company shall not be obligated to effectboard of directors of the Corporation, in its good faith reasonable judgment, determines that any registration of Registrable Securities or take action to effectoffering of Registrable Securities off of a shelf Registration Statement (a “Shelf Take-Down”), including any Demand Registration, a Required Shelf, any other shelf registration or automatic shelf registration or any Shelf Registration Underwritten Offering, should not be made or Underwritten Shelf Takedown during continued because it would materially interfere with any material financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the period Corporation or any of its subsidiaries or because the Corporation does not yet have appropriate financial statements of acquired or to be acquired entities available for filing or because the Corporation has material, confidential information that may be required to be disclosed in a registration statement and which the board of directors of the Company Corporation deems reasonably inappropriate to disclose at such time (in each case, a “Valid Business Reason”), then (x) the Corporation may postpone filing a Registration Statement relating to a Demand Registration, a Required Shelf or any other shelf registration or automatic shelf registration and suspend the offering and sale of Registrable Securities off of any shelf Registration Statement, until five (5) business days after such Valid Business Reason no longer exists, but in no event, without the consent of the Stockholder, for more than ninety (90) days after the date the board of directors of the Corporation determines a Valid Business Reason exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Corporation, the Corporation may, to the extent determined in the good faith reasonable judgment of the board of directors of the Corporation to be reasonably necessary to avoid interference with any of the transactions described above, cause such Registration Statement to be withdrawn and its effectiveness terminated (other than a shelf Registration Statement, which shall not be subject to withdrawal or termination pursuant to this Section 3(d)) or postpone amending or supplementing such Registration Statement until five (5) business days after such Valid Business Reason no longer exists, but in no event, without the consent of the Stockholder, for more than ninety (90) days after the date the board of directors of the Corporation determines a Valid Business Reason exists (such period of suspension, postponement or withdrawal under clause (x) or (y) of this Section 3(d), the “BoardPostponement Period”) determines that in its reasonable judgment and in good faith that ). The Corporation shall give written notice to the registration and distribution holders of the Registrable Securities covered that were (or would have had the right) to be covered by included in such Demand Registration, Required Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving shelf registration or automatic shelf registration or have the Company or any right to initiate a Shelf Take-Down of its subsidiaries determination to postpone or would require premature disclosure thereofwithdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, and such disclosure would be materially adverse to in each case, promptly after the Company, occurrence thereof and the Company may, at its option, direct that holders of Registrable Securities shall keep any information obtained in connection with such request be delayed for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effectnotice confidential; provided, however, that (i) the Company Corporation shall not be entitled permitted to postpone or withdraw a maximum of one (1) Delay Period Registration Statement more than twice in any twelve (12) month period and or for an aggregate of more than one hundred twenty (120) days in any twelve (12) month period, in each case without the consent of the Stockholder. (ii) no Delay Period If the Corporation shall last for more than forty-five (45) consecutive days. Furthermoregive any notice of suspension, in the event that the Board determines that in its reasonable judgment and in good faith it is advisable to suspend for a period postponement or withdrawal of time (a “Suspension Period”) the use of a Prospectus included in a any Registration Statement because or Shelf Take-Down pursuant to the use of such Prospectus would materially interfere with foregoing paragraph, the Corporation shall not, during the Postponement Period, register any pending material financingCommon Stock, acquisition other than pursuant to a registration statement on Form S-4 or corporate reorganization or other material corporate development involving the Company Form S-8 (or any of its subsidiaries similar or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, the Company shall, in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(ssuccessor form), to such effect, and. The Stockholder agrees that, upon receipt of such noticeany written notice from the Corporation that the Corporation has determined to suspend, withdraw, terminate or postpone amending or supplementing any Registration Statement or Shelf Take-Down pursuant to the foregoing paragraph, such Holders or managing underwriter(s), as applicable, shall immediately holder will for a corresponding period discontinue any sales its disposition of Registrable Securities pursuant to such Registration Statement. If the Corporation shall have withdrawn or prematurely terminated a Registration Statement until: filed pursuant to Section 3(a) or Section 4(a) (i) such Holders whether pursuant to the foregoing paragraph or managing underwriter(sas a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court or for any other reason permitted hereunder), as applicable, the Corporation shall not be considered to have been advised that effected an effective registration for the Prospectus has been purposes of this Agreement until the Corporation shall have filed with a new Registration Statement covering the SEC and, if required by terms of an underwriting agreement relating to Registrable Securities covered by the withdrawn or terminated Registration Statement and such Registration StatementStatement shall have been declared effective and shall not have been withdrawn. If the Corporation shall give any notice of suspension, withdrawal or postponement of a Registration Statement or Shelf Take-Down, the managing underwriter(sCorporation shall, not later than five (5) has received copies business days after the Valid Business Reason that caused such suspension, withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of a Prospectus; or (ii) such Holders and managing underwriter(sthe postponement or withdrawal), as applicable, are advised in writing by use its reasonable best efforts to effect the Company that registration under the then current Prospectus may be used and, if required by terms Securities Act of an underwriting agreement relating to the Registrable Securities covered by the withdrawn or postponed Registration Statement in accordance with this Section 3 or Section 4, as applicable (unless the Stockholder shall have withdrawn such Registration Statementrequest, in which case the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company Corporation shall not be entitled considered to initiate have effected an effective registration for the purposes of this Agreement), and such registration shall not be withdrawn or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of postponed pursuant to the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (B) in accordance with the Company’s policies from time to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Companyforegoing paragraph.

Postponement of Registration. (i) Notwithstanding anything to the foregoingcontrary herein, if the Company shall not be obligated to effectboard of directors of the Corporation, in its good faith reasonable judgment, determines that any registration of Registrable Securities or take action to effectoffering of Registrable Securities off of a shelf Registration Statement (a “Shelf Take-Down”), including any Demand Registration, a Required Shelf, any other shelf registration or automatic shelf registration or any Shelf Registration Underwritten Offering, should not be made or Underwritten Shelf Takedown during continued because it would materially interfere with any material financing, acquisition, corporate reorganization, merger, share exchange or similar transaction or event involving the period Corporation or any of its subsidiaries or because the Corporation does not yet have appropriate financial statements of acquired or to be acquired entities available for filing or because the Corporation has material, confidential information that may be required to be disclosed in a registration statement and which the board of directors of the Company Corporation deems reasonably inappropriate to disclose at such time (in each case, a “Valid Business Reason”), then (x) the Corporation may postpone filing a Registration Statement relating to a Demand Registration, a Required Shelf or any other shelf registration or automatic shelf registration and suspend the offering and sale of Registrable Securities off of any shelf Registration Statement, until five (ii) (5) business days after such Valid Business Reason no longer exists, but in no event, without the consent of the Stockholders, for more than ninety (90) days after the date the board of directors of the Corporation determines a Valid Business Reason exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Corporation, the Corporation may, to the extent determined in the good faith reasonable judgment of the board of directors of the Corporation to be reasonably necessary to avoid interference with any of the transactions described above, cause such Registration Statement to be withdrawn and its effectiveness terminated (other than a shelf Registration Statement, which shall not be subject to withdrawal or termination pursuant to this Section 3(d)) or postpone amending or supplementing such Registration Statement until five (5) business days after such Valid Business Reason no longer exists, but in no event, without the consent of the Stockholders, for more than ninety (90) days after the date the board of directors of the Corporation determines a Valid Business Reason exists (such period of suspension, postponement or withdrawal under clause (x) or (y) of this Section 3(d), the “BoardPostponement Period”) determines that in its reasonable judgment and in good faith that ). The Corporation shall give written notice to the registration and distribution holders of the Registrable Securities covered that were (or would have had the right) to be covered by included in such Demand Registration, Required Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving shelf registration or automatic shelf registration or have the Company or any right to initiate a Shelf Take-Down of its subsidiaries determination to postpone or would require premature disclosure thereofwithdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, and such disclosure would be materially adverse to in each case, promptly after the Company, occurrence thereof and the Company may, at its option, direct that holders of Registrable Securities shall keep any information obtained in connection with such request be delayed for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effectnotice confidential; provided, however, that (i) the Company Corporation shall not be entitled permitted to postpone or withdraw a maximum of one (1) Delay Period Registration Statement more than twice in any twelve (12) month period and (ii) no Delay Period shall last or for an aggregate of more than forty-five one hundred twenty (45120) consecutive days. Furthermoredays in any twelve (12) month period, in each case without the event that consent of the Board determines that in its reasonable judgment and in good faith it is advisable to suspend for a period Stockholders. If the Corporation shall give any notice of time (a “Suspension Period”) the use suspension, postponement or withdrawal of a Prospectus included in a any Registration Statement because or Shelf Take-Down pursuant to the use of such Prospectus would materially interfere with foregoing paragraph, the Corporation shall not, during the Postponement Period, register any pending material financingCommon Stock, acquisition other than pursuant to a registration statement on Form S-4 or corporate reorganization or other material corporate development involving the Company Form S-8 (or any of its subsidiaries similar or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, the Company shall, in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(ssuccessor form), to such effect, and. Each Stockholder agrees that, upon receipt of such noticeany written notice from the Corporation that the Corporation has determined to suspend, withdraw, terminate or postpone amending or supplementing any Registration Statement or Shelf Take-Down pursuant to the foregoing paragraph, such Holders or managing underwriter(s), as applicable, shall immediately holder will for a corresponding period discontinue any sales its disposition of Registrable Securities pursuant to such Registration Statement. If the Corporation shall have withdrawn or prematurely terminated a Registration Statement until: filed pursuant to Section 3(a) or Section 4(a) (i) such Holders whether pursuant to the foregoing paragraph or managing underwriter(sas a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court or for any other reason permitted hereunder), as applicable, the Corporation shall not be considered to have been advised that effected an effective registration for the Prospectus has been purposes of this Agreement until the Corporation shall have filed with a new Registration Statement covering the SEC and, if required by terms of an underwriting agreement relating to Registrable Securities covered by the withdrawn or terminated Registration Statement and such Registration StatementStatement shall have been declared effective and shall not have been withdrawn. If the Corporation shall give any notice of suspension, withdrawal or postponement of a Registration Statement or Shelf Take-Down, the managing underwriter(sCorporation shall, not later than five (5) has received copies business days after the Valid Business Reason that caused such suspension, withdrawal or postponement no longer exists (but in no event later than ninety (90) days after the date of a Prospectus; or (ii) such Holders and managing underwriter(sthe postponement or withdrawal), as applicable, are advised in writing by use its reasonable best efforts to effect the Company that registration under the then current Prospectus may be used and, if required by terms Securities Act of an underwriting agreement relating to the Registrable Securities covered by the withdrawn or postponed Registration Statement in accordance with this Section 3 or Section 4, as applicable (unless the Stockholders shall have withdrawn such Registration Statementrequest, in which case the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company Corporation shall not be entitled considered to initiate have effected an effective registration for the purposes of this Agreement), and such registration shall not be withdrawn or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of postponed pursuant to the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (B) in accordance with the Company’s policies from time to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Companyforegoing paragraph.

Postponement of Registration. Notwithstanding the foregoingHome shall be entitled to ---------------------------- postpone, the Company shall not be obligated to effect, or take action to effect, any Demand Registration, Shelf Registration or Underwritten Shelf Takedown during the period in which the board of directors of the Company (the “Board”) determines that in its reasonable judgment and in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration, Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, and the Company may, at its option, direct that such request be delayed for a reasonable period of time not in excess of one hundred twenty (120) days after its receipt of a “Delay Period”) and Demand Notice, the Company shall notify the Initiating Holders to such effect; providedfiling of any Registration Statement, however, that if (i) at any time prior to the Company shall be entitled to filing of such Registration Statement the Board of Directors of @Home determines that such registration, or offering or sale of shares thereunder, would result in a maximum of one (1) Delay Period in any twelve (12) month period Disadvantageous Condition, and (ii) no Delay Period shall last for @Home gives the Selling Stockholders written notice of such postponement; provided, that with respect to a particular registration pursuant to a Demand Notice, @Home may postpone its obligations under this Agreement (whether before the filing of the registration statement, pursuant to this Section 2(d), or after the filing of the registration statement and/or following the declaration of effectiveness of the registration statement, pursuant to Section 4(b) hereof) by reason of the existence of one or more than forty-five (45) Disadvantageous Conditions only once per period of twelve consecutive dayscalendar months with respect to any given Original Initiating Holder. Furthermore, in In the event that of such postponement, @Home shall notify all Selling Stockholders and file such Registration Statement as soon as practicable after the Board determines that of Directors of @Home shall determine, in its reasonable judgment business judgment, that such registration, offering and sale would not result in good faith it is advisable to suspend for a period such Disadvantageous Condition (but in no event later than one hundred twenty (120) days after the date of time (a “Suspension Period”) the use applicable Demand Notice). If @Home shall postpone its obligations under this Agreement by reason of a Prospectus included in a Registration Statement because the use of such Prospectus would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the CompanyDisadvantageous Condition as described above, the Company shall, in connection with a Prospectus relating Original Initiating Holder shall have the right to an offering that is not underwritten, notify the Holders whose securities are included in withdraw its request for such Prospectus and, if the Prospectus relates Demand Registration by giving notice to an underwritten offering, notify the managing underwriter(s), to such effect, and, upon receipt of such notice, such Holders or managing underwriter(s), as applicable, shall immediately discontinue @Home at any sales of Registrable Securities pursuant to such Registration Statement until: (i) such Holders or managing underwriter(s), as applicable, have been advised that the Prospectus has been filed with the SEC and, if required time following said notice by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter(s) has received copies of a Prospectus; or (ii) such Holders and managing underwriter(s), as applicable, are advised in writing by the Company that the then current Prospectus may be used and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus@Home. Notwithstanding anything to the contrary contained herein, (i) the Company Such withdrawal request shall be entitled deemed to a maximum of one (1) Suspension Period apply to all Selling Stockholders that had requested to participate in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (B) in accordance with the Company’s policies from time to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Company.such

Postponement of Registration. Notwithstanding If First Virtual shall determine, pursuant to the good faith judgment of its Board of Directors, that there is a material development or potential material development with respect to or involving First Virtual which First Virtual would be obligated to disclosed in the prospectus included in the registration statement filed pursuant to Section 2 hereof or any document incorporated or deemed to be incorporated therein by reference, which disclosure would in the good faith judgment of the Board of Directors of First Virtual be premature or inadvisable at such time, or (ii) the occurrence of any event that makes any statement made in the registration statement or prospectus included in the registration statement filed pursuant to Section 2 hereof or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect, or which requires the making of any changes in such registration statement or prospectus so that it will not contain an untrue statement of material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, then First Virtual shall notify the Company Stockholders in writing of the foregoing, the Company shall not be obligated to effect, or take action to effect, any Demand Registration, Shelf Registration or Underwritten Shelf Takedown during the period in which the board of directors of the Company (the “Board”) determines that in its reasonable judgment and in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration, Shelf Registration or Underwritten Shelf Takedown, as applicable, would materially interfere with any proposed or pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, and the Company may, at its option, direct that such request be delayed for a reasonable period of time (a “Delay Period”) and the Company shall notify the Initiating Holders to such effect; provided, however, that (i) the Company shall be entitled to a maximum of one (1) Delay Period in any twelve (12) month period and (ii) no Delay Period shall last for more than forty-five (45) consecutive days. Furthermore, in the event that the Board determines that in its reasonable judgment and in good faith it is advisable to suspend for a period of time (a “Suspension Period”) the use of a Prospectus included in a Registration Statement because the use of such Prospectus would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, and such disclosure would be materially adverse to the Company, the Company shall, in connection with a Prospectus relating to an offering that is not underwritten, notify the Holders whose securities are included in such Prospectus and, if the Prospectus relates to an underwritten offering, notify the managing underwriter(s), to such effect, and, upon receipt of such notice, the use of such Holders registration statement and prospectus shall be deferred or managing underwriter(s), as applicable, shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until: suspended and will not recommence until (ix) such Holders or managing underwriter(s), as applicable, have been advised that the Prospectus has been filed with the SEC and, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter(s) has received Company Stockholders receive from First Virtual copies of a Prospectus; or supplemented or amended prospectus, or (iiy) such Holders and managing underwriter(s), as applicable, Company Stockholders' are advised in writing by the Company First Virtual that the then current Prospectus prospectus may be used andused. First Virtual will use reasonable efforts to allow use of the prospectus to resume expeditiously; provided that First Virtual shall be under no obligation to take any action or make any disclosure which would be detrimental to First Virtual or its stockholders in the good faith judgment of the Board, if required by terms of an underwriting agreement relating to Registrable Securities covered by such Registration Statement, the managing underwriter has received copies including without limitation disclosure of any additional pending business transactions or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary contained herein, (i) the Company shall be entitled to a maximum of one (1) Suspension Period in any twelve (12) month period and (ii) no Suspension Period shall last for more than forty-five (45) consecutive days. Furthermore, the Company shall not be entitled to initiate or continue a Delay Period or a Suspension Period unless it shall (A) concurrently prohibit sales by all holders of the Company’s equity securities who are not Holders (“Other Holders”) under Registration Statements covering securities held by such Other Holders and (B) in accordance with the Company’s policies from time to time in effect, if applicable, forbid purchases and sales in the open market by directors and executive officers of the Companynegotiations.