Common use of Postponements in Requested Registrations Clause in Contracts

Postponements in Requested Registrations. (i) If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing of a registration statement would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board of Directors of the Company, have a material adverse effect on the business, operations or prospects of the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offering; provided that the Company shall at all times in good faith use its best efforts to cause any registration statement required by this Section 3 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to postpone registration pursuant to this Section 3(i) more than once in any 360-day period. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 3(g).

Postponements in Requested Registrations. Notwithstanding any other provision contained herein, (i) If if the Company shall at any time furnish to the Holders a certificate signed by Board determines, in its chairman of the boardgood faith judgment, chief executive officer, president or any other of its authorized officers stating that the filing of registration and offering otherwise required by this Section 4.2 would have an adverse effect on a registration statement would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board of Directors then contemplated public offering of the Company, have a material adverse effect on the business, operations or prospects of the Company’s Equity Securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 34.2, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 60 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offeringoffering and (ii) if the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer or president or any other of its authorized officers stating that the Company or any Subsidiary of the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, after consultation with its outside securities counsel, materially and adversely affect the Company or such Subsidiary, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2 for up to 90 days; provided that provided, that, the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 3 4.2 to be filed as soon as possible thereafter and; provided, further, that that, the Company shall not be permitted to postpone registration pursuant to this Section 3(i4.2(g) more than once twice in any 360-day period; provided, however, that there shall be a minimum of 90 days between the end of one such postponement and the start of the next such postponement. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 4.2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 3(g)4.2.

Postponements in Requested Registrations. Notwithstanding any other provision contained herein, (i) If if the Company shall at any time furnish to the Holders a certificate signed by Board determines, in its chairman of the boardgood faith judgment, chief executive officer, president or any other of its authorized officers stating that the filing of registration and offering otherwise required by this Section 4.2 would have an adverse effect on a registration statement would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board of Directors then contemplated public offering of the Company, have a material adverse effect on the business, operations or prospects of the Company’s Equity Securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 34.2, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 60 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offeringoffering and (ii) if the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer or president or any other of its authorized officers stating that the Company or any Subsidiary of the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, after consultation with its outside securities counsel, materially and adversely affect the Company or such Subsidiary, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2 for up to 90 days; provided that provided, that, the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 3 4.2 to be filed as soon as possible thereafter and; provided, further, that that, the Company shall not be permitted to postpone registration pursuant to this Section 3(i4.2(h) more than once twice in any 360-day period; provided, however, that there shall be a minimum of 90 days between the end of one such postponement and the start of the next such postponement. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 4.2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 3(g)4.2.

Postponements in Requested Registrations. (i) If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing of a registration statement Registration Statement with respect to Registrable Securities would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board board of Directors directors of the Company, have a material adverse effect on the business, operations or prospects of the CompanyCompany (including, without limitation, the ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or other transaction), the Company may postpone the filing (but not the preparation) of a registration statement Registration Statement required by this Section 3 2 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 2 would have an adverse effect on a then contemplated public offering of the Company’s Common StockStock and if such registration and offering includes at least 90% of the Registrable Securities so requested to be included by the Stockholders, the Company may postpone the filing (but not the preparation) of a registration statement Registration Statement required by this Section 32, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement Registration Statement relating to such other public offering; provided that the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement Registration Statement required by this Section 3 2 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to postpone registration pursuant to this Section 3(i2(d) more than once in any 360-day 360‑day period. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 3(g).

Postponements in Requested Registrations. Notwithstanding Section 2.2(f), (i) If if the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing of a registration statement would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board of Directors of the CompanyBoard, have a material adverse effect on the business, operations or prospects of the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 2.2 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 2.2 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 32.2, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offering; provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any registration statement required by this Section 3 2.2 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to postpone registration pursuant to this Section 3(i2.2(g) more than once in any 360-day period. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 2.2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 3(g2.2 or 2.3(q).

Postponements in Requested Registrations. (ia) If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing of a registration statement would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board of Directors of the Company, have a material adverse effect on the business, operations or prospects of the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 Article III for up to 45 forty-five (45) days and (iib) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 Article III would have an adverse effect on a then contemplated public offering of the Company’s 's Common Stock, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3Article III, during the period starting with the 30th thirtieth (30th) day immediately preceding the date of the anticipated filing of, and ending on a date 90 ninety (90) days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offering; provided that the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 3 Article III to be filed as soon as possible and; provided, further, that the Company shall not be permitted to postpone registration pursuant to this Section 3(i) 3.8 more than once in any 360-day period. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 Article III written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 fifteen (15) days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 3(g)3.7.

Postponements in Requested Registrations. (i) If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the boardBoard, chief executive officer, president or any other of its authorized officers stating that the filing of a registration statement would would, in the good faith judgment of the Company, materially impede, delay or interfere with, or require premature disclosure of, any material financing, acquisition, corporate reorganization or other significant transaction involving the Company or require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board of Directors of the Company, would have a material adverse effect on the business, operations or prospects of the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 4.2 for up to 45 60 days in any 90 day period and up to 90 days in any 360 day period and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 4.2 would have an adverse effect on a then contemplated public offering of the Company’s Common Stocksecurities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 34.2, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offering; provided provided, that the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 3 4.2 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to postpone registration pursuant to this Section 3(i) more than once in any 360-day periodpossible. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 4.2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 3(g).14

Postponements in Requested Registrations. (i) If the Company shall at any time furnish to the Holders a an officer’s certificate signed by its chairman of the board, chief 0000000000v14 executive officer, president or any other of its authorized officers chief financial officer stating that the filing of a registration statement would require the disclosure of material information the disclosure of which Registration Statement or conducting a Shelf Underwritten Offering would, in the good faith judgment of the Board of Directors of the Company, have a (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any material adverse effect on proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction involving the business, operations Company or prospects any of the Companyits subsidiaries then under consideration, the Company may postpone the filing (but not the preparation) of a registration statement Registration Statement or the commencement of a Shelf Underwritten Offering, as applicable, required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offering; 3; provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any registration statement Registration Statement required by this Section 3 to be filed as soon as possible and; or any Shelf Underwritten Offering to be conducted as soon as possible; provided, further, that the Company shall not be permitted to postpone registration the filing of a Registration Statement or the commencement of a Shelf Underwritten Offering pursuant to this Section 3(i3(d) more than once in any 360180 day period or for a period exceeding thirty (30) days in the aggregate in any 180-day period. The Company shall promptly give the Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 3 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders a Demand Party such a notice, the Holders Demand Party requesting such registration or that delivered the Take-Down Notice shall have the right, right within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 3(g)request.

Postponements in Requested Registrations. Notwithstanding Section 4.2(f), (i) If if the Board determines, in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 would have an adverse effect on a then contemplated public offering of the Company's Equity Securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 days following the effective date of, the registration statement relating to such other public offering and (ii) if the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing Company or any Subsidiary of the Company has pending or in process a registration statement would require the disclosure of material information transaction, the disclosure of which would, in the good faith judgment of the Board of Directors of Board, after consultation with its outside securities counsel, materially and adversely affect the Company, have a material adverse effect on the business, operations Company or prospects of the Companysuch Subsidiary, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 4.2 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment90 days; PROVIDED, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stockthat, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offering; provided that the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 3 4.2 to be filed as soon as possible thereafter and; providedPROVIDED, furtherFURTHER, that that, the Company shall not be permitted to postpone registration pursuant to this Section 3(i4.2(g) more than once in any 360-day period. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 4.2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 3(g)4.2.

Postponements in Requested Registrations. Notwithstanding Section ---------------------------------------- 4.2(f), (i) If if the Board determines, in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 would have an adverse effect on a then contemplated public offering of the Company's Equity Securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2, during the period starting with the 30/th/ day immediately preceding the date of the anticipated filing of, and ending on a date 60 days following the effective date of, the registration statement relating to such other public offering and (ii) if the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing of Company has pending or in process a registration statement would require the disclosure of material information transaction, the disclosure of which would, in the good faith judgment of the Board of Directors of the CompanyBoard, have a material adverse effect on the businessafter consultation with its outside securities counsel, operations or prospects of materially and adversely affect the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 4.2 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment90 days; provided, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stockthat, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offering; provided that the Company shall at all times in good faith use its -------- commercially reasonable best efforts to cause any registration statement required by this Section 3 4.2 to be filed as soon as possible and; provided, -------- further, that that, the Company shall not be permitted to postpone registration ------- pursuant to this Section 3(i4.2(g) more than once in any 360-day period. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 4.2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 3(g)4.2.

Postponements in Requested Registrations. Notwithstanding Section 4(f), (i) If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing of a registration statement would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board of Directors of the Company, have a material adverse effect on the business, operations or prospects of the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines determines, in its good faith judgment, that the registration and offering otherwise required by this Section 3 4 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock's equity securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 34, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 135 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offeringoffering and (ii) if the Company has pending or in process a material transaction, the disclosure of which could, in the good faith judgment of the Board, reasonably be expected to materially and adversely affect the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4 for up to 90 days; provided that provided, that, the Company shall at all times in good faith use its commercially reasonable best efforts to cause any registration statement required by this Section 3 4 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to postpone registration pursuant to this Section 3(i) more than once in any 360-day periodpossible. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 4 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 3(g)4.

Postponements in Requested Registrations. (i) If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing of a registration statement Registration Statement with respect to Registrable Securities would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board board of Directors directors of the Company, have a material adverse effect on the business, operations or prospects of the CompanyCompany (including, without limitation, the ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or other transaction), the Company may postpone the filing (but not the preparation) of a registration statement Registration Statement required by this Section 3 2 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 2 would have an adverse effect on a then contemplated public offering of the Company’s Common StockStock and if such registration and offering includes at least 90% of the Registrable Securities so requested to be included by the Stockholders, the Company may postpone the filing (but not the preparation) of a registration statement Registration Statement required by this Section 32, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement Registration Statement relating to such other public offering; provided that the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement Registration Statement required by this Section 3 2 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to postpone registration pursuant to this Section 3(i2(d) more than once in any 360-day period. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 3(g).

Postponements in Requested Registrations. (i) If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing of a registration statement Registration Statement with respect to Registrable Securities would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board board of Directors directors of the Company, have a material adverse effect on the business, operations or prospects of the CompanyCompany (including, without limitation, the ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction), the Company may postpone the filing (but not the preparation) of a registration statement Registration Statement required by this Section 3 for up to 45 days and (ii) if the Board board of Directors directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of securities of the Company’s Common Stock, the Company may postpone the filing (but not the preparation) of a registration statement Registration Statement required by this Section 3, during the period starting with the 30th tenth day immediately preceding the date of the anticipated filing of, and ending on a date 90 30 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other the public offeringoffering of the securities of the Company; provided that the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement Registration Statement required by this Section 3 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to postpone registration pursuant to this Section 3(i3(e) more than once in any 360-day period. The Company shall promptly give the Holders requesting registration thereof of Registrable Securities pursuant to this Section 3 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 3(g).

Postponements in Requested Registrations. Notwithstanding Section ---------------------------------------- 3.1(f), (i) If if the Company shall at any time furnish to the Holders a certificate signed by Board determines, in its chairman of the boardgood faith judgment, chief executive officer, president or any other of its authorized officers stating that the filing of registration and offering otherwise required by this Section 3.1 would have an Adverse Effect on a registration statement would require the disclosure of material information the disclosure of which would, in the good faith judgment of the Board of Directors then contemplated public offering of the Company, have a material adverse effect on the business, operations or prospects of the Company's Equity Securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 33.1, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 180 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offeringoffering and (ii) if the Company shall at any time furnish to the Holders a certificate signed by any one of its authorized officers stating that, in the good faith judgment of the Board, after consultation with its outside securities counsel, the filing of a registration statement would materially and adversely affect the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3.1 for up to 90 days; provided that provided, that, the -------- Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 3 3.1 to be filed as soon as possible and; provided, further, that that, the Company shall not be -------- ------- permitted to postpone registration pursuant to this Section 3(i3.1(g) more than once in any 360-day period. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 3.1 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, notwithstanding subsection (d) hereof, such request will not be counted as one of the six demand registrations for purposes of this Section 3(g)3.1.

Postponements in Requested Registrations. Notwithstanding Section 4.2(f), (i) If if the Board determines, in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 would have an adverse effect on a then contemplated public offering of the Company's Equity Securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 days following the effective date of, the registration statement relating to such other public offering and (ii) if the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers stating that the filing Company or any Subsidiary of the Company has pending or in process a registration statement would require the disclosure of material information transaction, the disclosure of which would, in the good faith judgment of the Board of Directors of Board, after consultation with its outside securities counsel, materially and adversely affect the Company, have a material adverse effect on the business, operations Company or prospects of the Companysuch Subsidiary, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3 4.2 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment90 days; provided, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stockthat, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offering; provided that the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 3 4.2 to be filed as soon as possible thereafter and; provided, further, that that, the Company shall not be permitted to postpone registration pursuant to this Section 3(i4.2(g) more than once in any 360-day period. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 3 4.2 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 3(g)4.2.

Postponements in Requested Registrations. (i) If the Company shall at any time furnish to the Holders a an officer’s certificate signed by its chairman of the board, chief executive officer, president or any other of its authorized officers chief financial officer stating that the filing of a registration statement would require the disclosure of material information the disclosure of which Registration Statement or conducting a Shelf Underwritten Offering would, in the good faith judgment of the Board of Directors of the Company, have a (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any material adverse effect on proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction involving the business, operations Company or prospects any of the Companyits subsidiaries then under consideration, the Company may postpone the filing (but not the preparation) of a registration statement Registration Statement or the commencement of a Shelf Underwritten Offering, as applicable, required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 3, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such other public offering; 3; provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any registration statement Registration Statement required by this Section 3 to be filed as soon as possible and; or any Shelf Underwritten Offering to be conducted as soon as possible; provided, further, that the Company shall not be permitted to postpone registration the filing of a Registration Statement or the commencement of a Shelf Underwritten Offering pursuant to this Section 3(i3(d) more than once in any 360180day period or for a period exceeding thirty (30) days in the aggregate in any 180-day period. The Company shall promptly give the Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 3 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Holders a Demand Party such a notice, the Holders Demand Party requesting such registration or that delivered the Take-Down Notice shall have the right, right within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 3(g)request.