Common use of Postponement Clause in Contracts

Postponement. The Company shall be entitled to postpone for a reasonable period of time up to ninety (90) days the filing of any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 or 2.02 if the Company furnishes to the Holders a certified resolution of the Board of Directors (the "CERTIFIED RESOLUTION") stating that the Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at such time otherwise in possession of material non-public information with respect to the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders other than the Holders. A deferral of the filing of a registration statement pursuant to this Section 2.03 shall be lifted, and the registration statement shall be filed forthwith, if the negotiations or other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by the Company). In order to defer the filing of a registration statement pursuant to this Section 2.03, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating that the Company is deferring such filing pursuant to this Section 2.03 and an approximation of the anticipated delay. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 2.03 more than once in any 180 day period.

Postponement. The Notwithstanding anything to the contrary in this Agreement, the Company shall will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S-3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time up to ninety not in excess of one hundred and twenty (90120) days the filing of any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 or 2.02 days, if the board of directors of the Company furnishes determines, in the good faith exercise of its business judgment, and has delivered to the Holders a certified resolution of written certification to the Board of Directors effect, that such registration and offering would (the "CERTIFIED RESOLUTION"A) stating that the Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at such time otherwise in possession require disclosure of material non-public information with respect to concerning the Company which, at such time, is not in the best interest of the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the Holdersevent of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. A deferral of In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a registration statement Registration Statement pursuant to this the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.03 shall be lifted2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the registration statement shall be filed forthwitheffective date of, if the negotiations or other activities are terminated or publicly disclosed (or such material nona Company-public information has been publicly disclosed by the Company). In order to defer the filing of a registration statement pursuant to this Section 2.03initiated registration, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating provided that the Company is deferring actively employing in good faith commercially reasonable efforts to cause such filing pursuant registration statement to this Section 2.03 and an approximation of the anticipated delay. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 2.03 more than once in any 180 day periodbecome effective.

Postponement. The Notwithstanding anything to the contrary in this Agreement, the Company shall will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S‑3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time up to ninety not in excess of one hundred and twenty (90120) days the filing of any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 or 2.02 days, if the board of directors of the Company furnishes determines, in the good faith exercise of its business judgment, and has delivered to Buyer written certification to the Holders a certified resolution of the Board of Directors effect, that such registration and offering would (the "CERTIFIED RESOLUTION"A) stating that the Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at such time otherwise in possession require disclosure of material non-public information with respect to concerning the Company which, at such time, is not in the best interest of the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the Holdersevent of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. A deferral of In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a registration statement Registration Statement pursuant to this the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days, plus any customary extension period of the applicable underwriter).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.03 shall be lifted2.1.1 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the registration statement shall be filed forthwitheffective date of, if the negotiations or other activities are terminated or publicly disclosed (or such material nona Company-public information has been publicly disclosed by the Company). In order to defer the filing of a registration statement pursuant to this Section 2.03initiated registration, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating provided that the Company is deferring actively employing in good faith commercially reasonable efforts to cause such filing pursuant registration statement to this Section 2.03 and an approximation of the anticipated delay. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 2.03 more than once in any 180 day periodbecome effective.

Postponement. The Upon notice to, in the case of a Demand Registration, the Initiating Holder for such Demand Registration and any other Eligible Holders or, in the case of a shelf takedown, the Initiating Holder or Holders requesting such shelf takedown and any other Holders to which a Company shall be entitled Takedown Notice has been delivered with respect to such shelf takedown, the Company may postpone effecting a Registration or shelf takedown, as applicable, pursuant to this Section 2.01 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days (provided that (1) such period may not be extended or renewed, and (2) the Company may not so postpone effecting a Registration or shelf takedown, as applicable, for two consecutive (i.e., on a “back-to-back” basis) 90-day periods without the prior written consent of time up to ninety the applicable Initiating Holder (90) days the filing of any registration statement or any amendment or supplement thereto otherwise required such consent not to be prepared and filed by it pursuant to Section 2.01 unreasonably withheld, conditioned or 2.02 delayed)), if the Company furnishes to the Holders a certified resolution of (i) the Board of Directors (the "CERTIFIED RESOLUTION") stating that of the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect a proposal or plan by the Company to engage in (directly or indirectly through any of its Subsidiaries is engaged in confidential negotiations Subsidiaries): (x) a material acquisition or divestiture of assets; (y) a merger, consolidation, tender offer, reorganization, primary offering of the Company’s securities or similar material transaction; or (z) a material financing or any other confidential material business activities transaction with a third party or (or the Board of Directors determines that ii) the Company is at such time otherwise is, based on the advice of counsel, in possession of material non-public information with respect to the Company or any of its Subsidiaries), disclosure of which would be required during the period specified in such registration statement, and the Board of Directors determines in good faith that such disclosure would be materially detrimental to notice the Company and its stockholders other than reasonably believes would not be in the Holders. A deferral best interests of the filing of Company (the foregoing clauses (i) and (ii), a registration statement “Valid Business Reason”). Any notice to be delivered by the Company pursuant to this Section 2.03 2.01(h) shall be lifted, and in the registration statement shall be filed forthwith, if the negotiations or other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed form of a certificate signed by the Company)Chief Executive Officer or Chief Financial Officer of the Company stating that in their good faith judgment a Valid Business Reason exists. In order to defer If the filing of Company delivers a registration statement postponement notice pursuant to this Section 2.032.01(h), the Company shall promptly not, during the applicable period of postponement, withdrawal or suspension, register any of its common equity securities, other than pursuant to a registration statement on Form S-4 or Form S-8 (but or an equivalent registration form then in any event within ten (10) dayseffect), upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating that . If the Company is deferring such filing shall give any notice of any withdrawal or postponement of a Registration Statement pursuant to this Section 2.03 and an approximation of the anticipated delay. Notwithstanding anything to the contrary contained herein2.01(h), the Company may shall, not postpone a filing under later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists, use its reasonable best efforts to effect the applicable Registration or shelf takedown covered by the withdrawn or postponed Registration Statement in accordance with this Section 2.03 more than once 2.01 (unless the relevant Initiating Holder shall have withdrawn such request, in any 180 day periodwhich case the Company shall not be considered to have effected an effective Registration for purposes of this Section 2.01).

Postponement. The Company shall be entitled to postpone for a reasonable period of time up to ninety (90) days the filing of any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 or 2.02 if the Company furnishes to the Holders a certified resolution of If the Board of Directors Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the "CERTIFIED RESOLUTION"Company, (ii) stating require the disclosure of important confidential information that the Company or any of its Subsidiaries is engaged in has a material business purpose for preserving as confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at such time otherwise in possession of material non-public information with respect to the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and materially impede the Board of Directors determines in good faith Company’s ability to consummate a significant transaction or (iii) require financial statements that such disclosure would be materially detrimental are unavailable to the Company and its stockholders other than for reasons beyond the Holders. A deferral of Company’s reasonable control (a “Valid Business Reason”), then (1) the Company may postpone filing of a registration statement Registration Statement pursuant to this Section 2.03 shall be lifted3(a) until such Valid Business Reason no longer exists, but in no event for more than sixty (60) days; and the registration statement shall be filed forthwith, if the negotiations or other activities are terminated or publicly disclosed (or such material non-public information 2) in case a Registration Statement has been publicly disclosed by the Company). In order to defer the filing of a registration statement filed pursuant to this Section 2.033(a), the Company may postpone amending or supplementing such Registration Statement or causing it to be declared effective and suspend the use of the related prospectus. The Company shall promptly (but in any event within ten (10) days)give written notice to each Holder of its determination to postpone the filing, upon determining to seek such deferral, deliver to amending or supplementing of a Registration Statement and of the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating fact that the Company is deferring Valid Business Reason for such filing pursuant to this Section 2.03 and an approximation of postponement no longer exists, in each case, promptly after the anticipated delayoccurrence thereof. Notwithstanding anything to the contrary contained hereinherein or elsewhere in this Agreement, the Company may not postpone the filing, amending or supplementing of a filing Registration Statement under this Section 2.03 3(b) together with any postponement of filing or suspension of use of a Registration Statement pursuant to Section 4 more than once three times in any 180 day periodtwelve (12) month period or for more than one hundred and twenty (120) days in the aggregate.

Postponement. (i) The Company shall be entitled to postpone filing of the Registration Statement pursuant to Section 2(a) and/or to require the Investor to discontinue the disposition of its securities covered by such Registration Statement(s), as applicable, during any Blackout Period (as defined below) (x) if the Board of Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (y) if the Company is in possession of material information which the Board of Directors of the Company determines in good faith after consultation with outside counsel is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay filing of the Registration Statement pursuant to this Section 2(b) only for a reasonable period of time up not to ninety (90) exceed 90 days in any 12 month period and may require the filing of any registration statement or any amendment or supplement thereto otherwise required Investor to be prepared and filed by it pursuant to Section 2.01 or 2.02 if discontinue the Company furnishes to the Holders a certified resolution of the Board of Directors (the "CERTIFIED RESOLUTION") stating that the Company or any disposition of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at securities covered by such time otherwise in possession of material non-public information with respect to the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders other than the Holders. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.03 shall be lifted2(b) only for a reasonable period of time not to exceed a total of 135 days in any 12 month period (or, and in each case, such earlier time as such transaction is consummated or no longer proposed or the registration statement shall be filed forthwith, if the negotiations or other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by made public) (the Company"BLACKOUT PERIOD"). In order Notwithstanding anything herein to defer the contrary, the Company may not delay filing of a Registration Statement or require an Investor to discontinue the disposition of its securities more than two times in any twelve month period. The Company shall promptly notify the Investor in writing (a "BLACKOUT NOTICE") of any decision to postpone the filing of a registration statement the Registration Statement or to discontinue sales of Registrable Securities covered by such Registration Statement pursuant to this Section 2.032(b) and, upon the written request of an Investor, the Company shall promptly (but provide such Investor with a general statement in any event within ten (10) days)writing of the reason for such postponement, upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating that the Company is deferring such filing pursuant to this Section 2.03 and an approximation of the anticipated delaydelay and an undertaking by the Company to use its reasonable best efforts to promptly notify the Investor as soon as the Registration Statement may be filed or sales of Registrable Securities covered by such Registration Statement may resume. Notwithstanding anything In making any such determination to the contrary contained hereininitiate or terminate a Blackout Period, the Company may shall not postpone a filing under be required to consult with or obtain the consent of any Investor, and any such determination shall be the Company's sole responsibility. Each Investor shall treat all notices or statements received from the Company pursuant to this Section 2.03 more than once 2(b) in any 180 day periodthe strictest confidence and shall comply with the securities laws on account of receipt or possession thereof and shall not disseminate such information. (ii) The Company represents and warrants that, except for the transactions contemplated by the Asset Purchase Agreement, on the date hereof and based upon the criteria set forth in this Agreement, the Company could not issue a Blackout Notice to an Investor declaring that a Blackout Period is in effect.

Postponement. The Company shall be entitled to postpone for a reasonable period of time up to thirty (30) days and no more than ninety (90) days in any consecutive 12-month period; provided, however, the Company shall not postpone within less than five (5) trading days after the immediately prior postponement, the filing of any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 (except in the case of the Shelf Registration Statement which must be effective no later than the Issuance Date in accordance with such Section 2.01) or 2.02 if the Company furnishes to the Holders a certified resolution Holder Representatives an officer’s certificate executed by the Chief Executive Officer, Chief Financial Officer or any other duly authorized officer of the Board of Directors Company (the "CERTIFIED RESOLUTION"“Officer’s Certificate”) stating that the Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors any such executive officer determines that the Company is at such time otherwise in possession of material non-public information with respect to the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders other than the Holders. A deferral of the filing of a registration statement pursuant to this Section 2.03 shall be lifted, and notice to the Holder Representatives shall promptly be given and the registration statement shall be filed forthwith, if the negotiations or other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by the Company). In order to defer the filing of a registration statement pursuant to this Section 2.03, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders Holder Representatives (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution Officer’s Certificate stating that the Company is deferring such filing pursuant to this Section 2.03 and an approximation of the anticipated delay. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 2.03 more than once in any 180 day period.

Postponement. The Company shall be entitled to may postpone the filing of any ------------ registration statement required hereunder for a reasonable period of time up time, not to ninety exceed one hundred and twenty (90120) days in the filing of aggregate during any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 or 2.02 twelve- month period, if the Company furnishes to has been advised by legal counsel that such filing would require a special audit or the Holders disclosure of material nonpublic information or a certified resolution of the Board of Directors (the "CERTIFIED RESOLUTION") stating that the Company or any of its Subsidiaries is engaged in confidential negotiations material impending transaction or other confidential business activities (or matter and the Company's Board of Directors determines that the Company is at such time otherwise in possession of material non-public information with respect to the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, reasonably and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the inappropriate or inadvisable. The Company and may not cause any other registration of securities for sale for its stockholders own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule under the HoldersSecurities Act is applicable) to become effective within one hundred eighty (180) days following the effective date of any registration required pursuant to this Article IV or such lesser period as may be consented to by the managing underwriter. A deferral of The Company shall not be required to cause a registration statement requested pursuant to this Article IV to become effective prior to ninety (90) days following the filing effective date of a registration statement pursuant to this Section 2.03 shall be lifted, and initiated by the registration statement shall be filed forthwithCompany (or 180 days in the case of the Company's initial public offering of Common Stock), if the negotiations or other activities are terminated or publicly disclosed (or such material non-public information request for registration has been publicly disclosed received by the Company subsequent to the giving of written notice by the Company). In order , made in good faith, to defer the filing of a registration statement pursuant Holders entitled to request demand registrations under this Section 2.03, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating Article IV that the Company is deferring commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule under the Securities Act is applicable); provided, however, that the Company shall use its -------- ------- best efforts to achieve such filing pursuant effectiveness promptly following such period. A registration will not count as a requested registration under Section 4.2(a) hereof until the registration statement relating to this Section 2.03 and an approximation such registration has been declared effective by the Commission at the request of the anticipated delay. Notwithstanding anything initiating Holders; provided, however, that if a majority-in-interest of the participating Holders -------- ------- of Registrable Securities shall request, in writing, that the Company withdraw a registration statement which has been filed under Section 4.2(a) hereof but not yet been declared effective, a majority-in- interest of such Holders may thereafter request the Company to reinstate such registration statement, if permitted under the contrary contained Securities Act, or to file another registration statement, in accordance with the procedures set forth herein, in which case, the incremental fees and expenses incurred by the Company may not postpone a in connection with such reinstatement or filing under this Section 2.03 more than once in any 180 day periodshall be borne by the Holders.

Postponement. The If the Board determines, in its reasonable judgment, that registration pursuant to the Demand Registration Statement would: (i) materially impede, interfere or delay any material financing (including an underwritten public offering), acquisition, sale, merger or other similar business transaction involving the Company or the negotiations thereof; (ii) require premature disclosure of material information that the Company has a valid business purpose for preserving as confidential; (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; (iv) require the Company to prepare (a) audited financial statements as of a date other than its fiscal year end (unless the Initiating Holder or one or more other Participating Holders agrees to pay the reasonable costs and expenses of this audit) or (b) pro forma financial statements that are required to be included in a registration statement (unless the Initiating Holder or one or more other Participating Holders agrees to pay the reasonable costs and expenses relating to the preparation of such pro forma financial statements); or (v) within 90 days of the date of this Agreement, have a material adverse effect on the Company, then (x) the Company may postpone filing the Demand Registration Statement (but not its preparation) until such reason no longer exists, but not to a date later than (A) in the case of a postponement pursuant to clause (i) — (iv) above, 90 days from the date of the initial request to file the Demand Registration Statement, and (B) in the case of a postponement pursuant to clause (v) above, 90 days from the date of this Agreement and (y) if the Demand Registration Statement has been filed, but not declared effective, the Company may postpone requesting the effectiveness of the Demand Registration Statement, but not to a date later than (A) in the case of a postponement pursuant to clause (i) — (iv) above, 120 days following the date of the initial request to file the Demand Registration Statement and (B) in the case of a postponement pursuant to clause (v) above, 90 days from the date of this Agreement; provided, that in the case of such postponement the Initiating Holder shall be entitled to postpone for a reasonable period of time up to ninety (90) days the filing of any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 or 2.02 if the Company furnishes to the Holders a certified resolution of the Board of Directors (the "CERTIFIED RESOLUTION") stating that the Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at withdraw such time otherwise in possession of material non-public information with respect to the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders other than the Holders. A deferral of the filing of a registration statement pursuant to this Section 2.03 shall be lifted, and the registration statement shall be filed forthwithHolder Demand and, if the negotiations or other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by the Company). In order to defer the filing of Holder Demand is withdrawn, such Demand Registration Statement shall not count as a registration statement pursuant to this Section 2.03, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating that the Company is deferring such filing pursuant to this Section 2.03 and an approximation of the anticipated delay. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 2.03 more than once in any 180 day periodDemand Registration.

Postponement. (i) The Company shall be entitled to postpone filing of the Registration Statement pursuant to Section 2(a) and/or to require the Investor to discontinue the disposition of its securities covered by such Registration Statement(s), as applicable, during any Blackout Period (as defined (x) if the Board of Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (y) if the Company is in possession of material information which the Board of Directors of the Company determines in good faith after consultation with outside counsel is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay filing of the Registration Statement pursuant to this Section 2(b) only for a reasonable period of time up not to ninety (90) exceed 90 days in any 12 month period and may require the filing of any registration statement or any amendment or supplement thereto otherwise required Investor to be prepared and filed by it pursuant to Section 2.01 or 2.02 if discontinue the Company furnishes to the Holders a certified resolution of the Board of Directors (the "CERTIFIED RESOLUTION") stating that the Company or any disposition of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at securities covered by such time otherwise in possession of material non-public information with respect to the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders other than the Holders. A deferral of the filing of a registration statement Registration Statement pursuant to this Section 2.03 shall be lifted2(b) only for a reasonable period of time not to exceed a total of 135 days in any 12 month period (or, and in each case, such earlier time as such transaction is consummated or no longer proposed or the registration statement shall be filed forthwith, if the negotiations or other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by made public) (the Company"BLACKOUT PERIOD"). In order Notwithstanding anything herein to defer the contrary, the Company may not delay filing of a Registration Statement or require an Investor to discontinue the disposition of its securities more than two times in any twelve month period. The Company shall promptly notify the Investor in writing (a "BLACKOUT NOTICE") of any decision to postpone the filing of a registration statement the Registration Statement or to discontinue sales of Registrable Securities covered by such Registration Statement pursuant to this Section 2.032(b) and, upon the written request of an Investor, the Company shall promptly (but provide such Investor with a general statement in any event within ten (10) days)writing of the reason for such postponement, upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating that the Company is deferring such filing pursuant to this Section 2.03 and an approximation of the anticipated delaydelay and an undertaking by the Company to use its reasonable best efforts to promptly notify the Investor as soon as the Registration Statement may be filed or sales of Registrable Securities covered by such Registration Statement may resume. Notwithstanding anything In making any such determination to the contrary contained hereininitiate or terminate a Blackout Period, the Company may shall not postpone a filing under be required to consult with or obtain the consent of any Investor, and any such determination shall be the Company's sole responsibility. Each Investor shall treat all notices or statements received from the Company pursuant to this Section 2.03 more than once 2(b) in any 180 day periodthe strictest confidence and shall comply with the securities laws on account of receipt or possession thereof and shall not disseminate such information. (ii) The Company represents and warrants that, except for the transactions contemplated by the Asset Purchase Agreement, on the date hereof and based upon the criteria set forth in this Agreement, the Company could not issue a Blackout Notice to an Investor declaring that a Blackout Period is in effect.

Postponement. The Notwithstanding anything to the contrary in this Agreement, the Company shall will, upon written notice to any Holder whose Registrable Securities are included in or proposed to be included in the Registration Statement pursuant to Section 2.1.1, be entitled to postpone the filing of, or, except in the case of an automatic shelf registration statement on Form S‑3ASR, declaration of effectiveness of, any Registration Statement prepared pursuant to the exercise of a Demand Right for a reasonable period of time up to ninety not in excess of one hundred and twenty (90120) days the filing of any registration statement or any amendment or supplement thereto otherwise required to be prepared and filed by it pursuant to Section 2.01 or 2.02 days, if the board of directors of the Company furnishes determines, in the good faith exercise of its business judgment, and has delivered to Buyer written certification to the Holders a certified resolution of the Board of Directors effect, that such registration and offering would (the "CERTIFIED RESOLUTION"A) stating that the Company or any of its Subsidiaries is engaged in confidential negotiations or other confidential business activities (or the Board of Directors determines that the Company is at such time otherwise in possession require disclosure of material non-public information with respect to concerning the Company which, at such time, is not in the best interest of the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would (B) be materially detrimental to the Company and its stockholders because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, such postponement right shall be exercised by the Company not more than once. In the Holdersevent of any such postponement, the Company will promptly notify the Holders whose Registrable Securities are included in or proposed to be included in the Registration Statement in writing when the events or circumstances permitting such postponement have ended. A deferral of In the event that the Company is subject to a binding lock-up agreement with one or more third-party underwriters at any time that a Holder requests a Demand Registration, the Company shall have the right to postpone the filing of a registration statement Registration Statement pursuant to this the Demand Notice until the expiration of the applicable lock-up period (not to exceed ninety (90) days, plus any customary extension period of the applicable underwriter).The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.03 shall be lifted2.1.1 during the period that is thirty (30) days before the Company's good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the registration statement shall be filed forthwitheffective date of, if the negotiations or other activities are terminated or publicly disclosed (or such material nona Company-public information has been publicly disclosed by the Company). In order to defer the filing of a registration statement pursuant to this Section 2.03initiated registration, the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating provided that the Company is deferring actively employing in good faith commercially reasonable efforts to cause such filing pursuant registration statement to this Section 2.03 and an approximation of the anticipated delay. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 2.03 more than once in any 180 day periodbecome effective.

Postponement. The Company shall be entitled may postpone, for up to postpone 90 calendar days from the date of the Demand Shelf Takedown Notice, Block Sale Notice or request for a reasonable period of time up to ninety (90) days Shelf Registration Statement, or from the filing of any registration statement or any amendment or supplement thereto otherwise date that the Shelf Registration Statement is required to be prepared filed, the filing or the effectiveness of a Registration Statement for a Shelf Registration Statement or suspend the use of a Prospectus that is part of a Shelf Registration for up to 90 calendar days from the date of the Suspension Notice and filed therefore suspend sales of Registrable Securities included therein by it pursuant providing written notice to Section 2.01 or 2.02 the Holders included in such registration if the Company furnishes shall have furnished to the Holders a certified resolution notice (which notice each Holder shall hold in confidence until the earlier of (x) such time as such postponement or suspension has ceased and (y) six (6) months after receipt of such notice, unless required to be disclosed by any applicable law, rule, regulation, order, decree or subpoena or otherwise agreed by the Company) stating that the Company’s Board of Directors has resolved that the offer or sale of Registrable Securities should be suspended; provided that the Company may not invoke a delay pursuant to this Section 4(a) more than three times or for more than 90 calendar days in the aggregate, in each case, in any 12-month period. The Company may invoke this Section 4(a) only if the Company’s Board of Directors determines in good faith, after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to: (the "CERTIFIED RESOLUTION"i) stating that have a Material Adverse Effect on any proposal or plan by the Company or any of its Subsidiaries is engaged subsidiaries to engage in confidential negotiations any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization, financing, offering or other confidential business activities (or the Board of Directors determines that transaction involving the Company is at such time otherwise in possession or any of its subsidiaries; or (ii) require premature disclosure of material non-public information with respect to (“MNPI”) that the Company or any of its Subsidiaries), disclosure of which would be required in such registration statement, and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders other than the Holdershas a bona fide business purpose for preserving as confidential. A deferral of the filing of a registration statement pursuant to this Section 2.03 shall be lifted, and the registration statement shall be filed forthwith, if the negotiations or other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed by the Company). In order to defer the filing of a registration statement pursuant to this Section 2.03Furthermore, the Company shall promptly (but in not be required to effect any event within ten (10) days), upon determining to seek such deferral, deliver to the Holders (subject to the Holders entering into a customary confidentiality obligation as to such information, which the Holders hereby agree to do) the Certified Resolution stating that the Company is deferring such filing registration pursuant to this Section 2.03 and an approximation Agreement while awaiting the Commission to declare the effectiveness of a Registration Statement of the anticipated delay. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 2.03 more than once in any 180 day periodCompany.