Common use of Postponements in Requested Registrations Clause in Contracts

Postponements in Requested Registrations. Notwithstanding any other provision contained herein, (i) 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 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, the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 4.2 to be filed as soon as possible thereafter and; provided, further, that, the Company shall not be permitted to postpone registration pursuant to this Section 4.2(g) more than 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 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 4.2.

Postponements in Requested Registrations. Notwithstanding any other provision contained herein, (i) 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 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, the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 4.2 to be filed as soon as possible thereafter and; provided, further, that, the Company shall not be permitted to postpone registration pursuant to this Section 4.2(g4.2(h) more than 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 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 4.2.

Postponements in Requested Registrations. Notwithstanding (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 provision contained hereinof its authorized officers stating that the filing of a 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 of directors of the Company, have a material adverse effect on the business, operations or prospects of the Company (iincluding, 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 required by this Section 2 for up to 45 days and (ii) if the Board determines, of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 2 would have an adverse effect on a then contemplated public offering of the Company’s Equity SecuritiesCommon Stock 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 4.22, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 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 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 offering; provided 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, 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 4.2 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 4.2(g2(d) more than twice once in any 360-day 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 4.2 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 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 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 determinesof Directors of the Company, in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 would have an a material adverse effect on a then contemplated public offering 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 4.23 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 60 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 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 offering; provided 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, the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 4.2 3 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 4.2(g3(i) more than twice once 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 4.2 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 this Section 4.23(g).

Postponements in Requested Registrations. Notwithstanding any other provision contained herein, (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, 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 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 4.2 for up to 60 days in any 90 day period and up to 90 days in any 360 day period and (ii) if the Board determines, Company 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 Securitiessecurities, 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 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 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 daysoffering; provided, that, that the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 4.2 to be filed as soon as possible thereafter and; provided, further, that, the Company shall not be permitted to postpone registration pursuant to this Section 4.2(g) more than 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 postponementpossible. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 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 Business Days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this Section 4.2.4.2(f) (provided that, notwithstanding such withdrawal, the Company shall pay the Registration Expenses in connection therewith)

Postponements in Requested Registrations. Notwithstanding (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 provision contained hereinof its authorized officers stating that the filing of a 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 of Directors of the Company, have a material adverse effect on the business, operations or prospects of the Company (iincluding, 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 required by this Section 3 for up to 45 days and (ii) if the Board determines, of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 3 would have an adverse effect on a then contemplated public offering of the Company’s Equity SecuritiesCommon Stock and if such registration and offering includes at least 90% of the Registrable Securities so requested to be included by the Principal Investors, the Company may postpone the filing (but not the preparation) of a registration statement Registration Statement required by this Section 4.23, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 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 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 offering; provided 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, 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 4.2 3 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 4.2(g3(d) more than twice once in any 360-360 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 4.2 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 this Section 4.2.

Postponements in Requested Registrations. Notwithstanding any other provision contained herein, (ia) 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 If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer or officer, president or any other of its authorized officers stating that the Company or any Subsidiary filing of a registration statement would require the Company has pending or in process a disclosure of material transaction, information the disclosure of which would, in the good faith judgment of the BoardBoard of Directors of the Company, after consultation with its outside securities counselhave a material adverse effect on the business, materially and adversely affect operations or prospects of the Company or such SubsidiaryCompany, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2 Article III for up to 90 daysforty-five (45) days and (b) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Article III 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 Article III, during the period starting with the thirtieth (30th) day immediately preceding the date of the anticipated filing of, and ending on a date 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, 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 4.2 Article III 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 4.2(g) 3.8 more than twice once 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 4.2 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 this Section 4.23.7.

Postponements in Requested Registrations. Notwithstanding any other provision contained herein, (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, 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 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 4.2 for up to 60 days in any 90 day period and up to 90 days in any 360 day period and (ii) if the Board determines, Company 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 Securitiessecurities, 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 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 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 daysoffering; provided, that, that the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 4.2 to be filed as soon as possible thereafter and; provided, further, that, the Company shall not be permitted to postpone registration pursuant to this Section 4.2(g) more than 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 postponementpossible. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 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 4.2.14

Postponements in Requested Registrations. Notwithstanding (i) If the Company shall at any other provision contained hereintime furnish to the Holders an officer’s certificate signed by its chairman of the board, chief executive officer, president or chief financial officer stating that the filing of a Registration Statement or conducting a Shelf Underwritten Offering would, in the good faith judgment of the Board of Directors of the Company, (i) if require the Board determinesCompany to make an Adverse Disclosure or (ii) materially interfere with any material proposed acquisition, in disposition, financing, reorganization, recapitalization or similar transaction involving the Company or any of its good faith judgment, that the registration and offering otherwise required by this Section 4.2 would have an adverse effect on a subsidiaries then contemplated public offering of the Company’s Equity Securitiesunder 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 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 or president or any other of its authorized officers stating 3; provided 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, 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 4.2 3 to be filed as soon as possible thereafter and; or any Shelf Underwritten Offering to be conducted as soon as possible; provided, further, that, 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 4.2(g3(d) more than twice once in any 360180day period or for a period exceeding thirty (30) days in the aggregate in any 180-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 or that delivered a Take-Down Notice, as applicable, pursuant to this Section 4.2 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 this Section 4.2request.

Postponements in Requested Registrations. Notwithstanding any other provision contained hereinSection ---------------------------------------- 4.2(f), (i) 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 '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 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 or officer, 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 SubsidiaryCompany, 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, the Company shall at all times in good faith use its -------- commercially reasonable best efforts to cause any registration statement required by this Section 4.2 to be filed as soon as possible thereafter and; provided, -------- further, that, the Company shall not be permitted to postpone registration ------- pursuant to this Section 4.2(g) more than twice once 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 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 4.2.

Postponements in Requested Registrations. Notwithstanding any other provision contained hereinSection 2.2(f), (i) if the Board determinesCompany 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 its the good faith judgmentjudgment of the Board, that the registration and offering otherwise required by this Section 4.2 would have an a material adverse effect on a then contemplated public offering 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 4.22.2 for up to 45 days and (ii) if the Board determines in its good faith judgment, that the registration and offering otherwise required by this Section 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 2.2, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 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 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 offering; provided 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, the Company shall at all times in good faith use its commercially reasonable best efforts to cause any registration statement required by this Section 4.2 2.2 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 4.2(g2.2(g) more than twice once 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 4.2 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 4.22.2 or 2.3(q).

Postponements in Requested Registrations. Notwithstanding any other provision contained hereinSection ---------------------------------------- 3.1(f), (i) if the Board determines, in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 3.1 would have an adverse effect Adverse Effect on a then contemplated public offering of the Company’s 's Equity Securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.23.1, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 180 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 or president or any other one 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 wouldthat, 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 or such SubsidiaryCompany, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2 3.1 for up to 90 days; 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 4.2 3.1 to be filed as soon as possible thereafter and; provided, further, that, the Company shall not be -------- ------- permitted to postpone registration pursuant to this Section 4.2(g3.1(g) more than twice once 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 4.2 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 4.23.1.

Postponements in Requested Registrations. Notwithstanding any other provision contained hereinSection 4.2(f), (i) 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 '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 or officer, 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; providedPROVIDED, that, the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 4.2 to be filed as soon as possible thereafter and; providedPROVIDED, furtherFURTHER, that, the Company shall not be permitted to postpone registration pursuant to this Section 4.2(g) more than twice once 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 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 4.2.

Postponements in Requested Registrations. Notwithstanding (i) If the Company shall at any other provision contained hereintime furnish to the Holders an officer’s certificate signed by its chairman of the board, chief 0000000000v14 executive officer, president or chief financial officer stating that the filing of a Registration Statement or conducting a Shelf Underwritten Offering would, in the good faith judgment of the Board of Directors of the Company, (i) if require the Board determinesCompany to make an Adverse Disclosure or (ii) materially interfere with any material proposed acquisition, in disposition, financing, reorganization, recapitalization or similar transaction involving the Company or any of its good faith judgment, that the registration and offering otherwise required by this Section 4.2 would have an adverse effect on a subsidiaries then contemplated public offering of the Company’s Equity Securitiesunder 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 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 or president or any other of its authorized officers stating 3; provided 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, 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 4.2 3 to be filed as soon as possible thereafter and; or any Shelf Underwritten Offering to be conducted as soon as possible; provided, further, that, 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 4.2(g3(d) more than twice once in any 360180 day period or for a period exceeding thirty (30) days in the aggregate in any 180-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 or that delivered a Take-Down Notice, as applicable, pursuant to this Section 4.2 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 this Section 4.2request.

Postponements in Requested Registrations. Notwithstanding any other provision contained hereinSection 4(f), (i) if the Board determines, in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 4 would have an adverse effect on a then contemplated public offering of the Company’s Equity Securities's equity securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.24, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 135 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 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 wouldcould, in the good faith judgment of the Board, after consultation with its outside securities counsel, reasonably be expected to materially and adversely affect the Company or such SubsidiaryCompany, the Company may postpone the filing (but not the preparation) of a registration statement required by this Section 4.2 4 for up to 90 days; 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 4.2 4 to be filed as soon as possible thereafter and; provided, further, that, the Company shall not be permitted to postpone registration pursuant to this Section 4.2(g) more than 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 postponementpossible. The Company shall promptly give the Holders requesting registration thereof pursuant to this Section 4.2 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 4.24.

Postponements in Requested Registrations. Notwithstanding (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 provision contained hereinof its authorized officers stating that the filing of a 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 of directors of the Company, have a material adverse effect on the business, operations or prospects of the Company (iincluding, 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 required by this Section 2 for up to 45 days and (ii) if the Board determines, of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 4.2 2 would have an adverse effect on a then contemplated public offering of the Company’s Equity SecuritiesCommon Stock 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 4.22, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 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 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 offering; provided 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, 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 4.2 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 4.2(g2(d) more than twice once 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 4.2 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 4.2.

Postponements in Requested Registrations. Notwithstanding any other provision contained hereinSection 4.2(f), (i) 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 '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 or officer, 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, the Company shall at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 4.2 to be filed as soon as possible thereafter and; provided, further, that, the Company shall not be permitted to postpone registration pursuant to this Section 4.2(g) more than twice once 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 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 4.2.