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 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 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 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. (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.