Common use of Postponements in Requested Registrations Clause in Contracts

Postponements in Requested Registrations. 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 stating that the filing of a Registration Statement or conducting a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down would, in the good faith judgment of the board of directors of the Company, (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction involving the Company or any of its subsidiaries then under consideration, the Company may postpone the filing (but not the preparation) of a Registration Statement or the commencement of a Shelf Underwritten Offering, as applicable, required by this Section 3 until such circumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); 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 to be filed as soon as possible or any Shelf Underwritten Offering to be conducted as soon as possible, as applicable; provided, further, that the Company shall not be permitted to commence a Postponement Period pursuant to this Section 3(d) more than once 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.

Postponements in Requested Registrations. If (i) If, upon receipt of a registration request pursuant to Section 5.1(a), the Company is advised in writing by a nationally recognized investment banking firm selected by the Company that, in such firm's opinion, a registration at the time and on the terms requested would adversely affect any Company Offering with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 5.1(a) and the Company furnishes the Holders with a Transaction Delay Notice promptly after such request, the Company shall at not be required to effect a registration pursuant to Section 5.1(a) until the earliest of (A) 30 days after the completion of such Company offering, (B) promptly after the abandonment of such Company Offering or (C) 120 days after the date of the Transaction Delay Notice; provided, however, that in any time furnish event the Company shall not be required to reflect any registration prior to the termination, waiver or reduction of any "blackout period" required by the underwriters to be applicable to the Holders or the Company, if any, in connection with any Company Offering. (ii) If upon receipt of a certificate signed by registration request pursuant to Section 4.2(a) or while a registration request pursuant to Section 5.1(a) is pending, the Company determines in its chairman of the board, chief executive officer or president stating good faith judgment after consultation with its securities counsel that the filing of a Registration Statement or conducting a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down would, in the good faith judgment registration statement would require disclosure of the board of directors of the Company, (i) require material information which the Company to make an Adverse Disclosure or (ii) materially interfere with any material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction involving has a bona fide business purpose for preserving as confidential and the Company or any of its subsidiaries then under consideration, provides the Holders an Information Delay Notice promptly after the Company may postpone makes such determination, which shall be made promptly after the filing (but not the preparation) receipt of a Registration Statement or the commencement of a Shelf Underwritten Offeringany request, as applicable, required by this Section 3 until such circumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); 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 to be filed as soon as possible or any Shelf Underwritten Offering to be conducted as soon as possible, as applicable; provided, further, that the Company shall not be permitted required to commence a Postponement Period comply with its obligations under Section 5.1(a) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Holders' receipt of such notice. (iii) Notwithstanding the foregoing provisions of this Section 5.1(h), the Company shall be entitled to serve only one Delay Notice (i) within any period of 180 consecutive days or (ii) with respect to any two consecutive registrations requested pursuant to this Section 3(d5.1(a). (iv) more than once At any time when a registration statement effected pursuant to Section 5.1(a) hereunder relating to Trust Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in any 180‑day period. The Section 6.1(b) hereunder, that the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the amendment or supplement to such prospectus necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides the Holders written notice thereof promptly after the Company makes such determination, the Holders shall suspend sales of Trust Registrable Securities pursuant to such registration statement and the Company shall promptly give not be required to comply with its obligations under Section 6.1(f) until the earlier of (A) the date upon which such material information s disclosed to the public or ceases to be material or (B) 90 days after the Holders' receipt of such written notice. If the Holders' disposition of Trust Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit dispositions of Trust Registrable Securities by the Holders requesting for an aggregate of 60 days, the registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this statement shall not be counted for purposes of determining the number of registrations permitted under Section 3 written notice of any postponement made in accordance with the preceding sentence5.1(b) hereof.

Postponements in Requested Registrations. 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 stating that the filing of a Registration Statement or conducting a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down would, in the good faith judgment of the board of directors of the Company, (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction involving the Company or any of its subsidiaries then under consideration, the Company may postpone the filing (but not the preparation) of a Registration Statement or the commencement of a Shelf Underwritten Offering, as applicable, required by this Section 3 until such circumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); 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 to be filed as soon as possible or any Shelf Underwritten Offering to be conducted as soon as possible, as applicable; provided, further, that the Company shall not be permitted to commence a Postponement Period pursuant to this Section 3(d) more than once in any 180‑day 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.

Postponements in Requested Registrations. If If, upon receipt of a request for a Demand Registration or any NT Registration, the Company shall is advised in writing by a nationally recognized investment banking firm selected by the Company that, in such firm's opinion, a registration by the Company at the time and on the terms requested would materially and adversely affect any time furnish public offering of securities of the Company solely for the account of the Company (a "Company Offering"), in respect of which, in the case of a request for a Demand Registration, the Company has commenced preparations for a registration prior to the Holders receipt of a request for such Demand Registration, and the Company furnishes the Requesting Holder or the Names' Trustee, as the case may be, with a certificate signed by its chairman the Chief Executive Officer or Chief Financial Officer of the board, chief executive officer or president stating that the filing of a Registration Statement or conducting a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down would, in the good faith judgment of the board of directors of the Company, (i) require the Company to make an Adverse Disclosure or such effect (iia "Transaction Delay Notice") materially interfere with any material proposed acquisitionpromptly after such request, disposition, financing, reorganization, recapitalization or similar transaction involving the Company or any of its subsidiaries then under consideration, the Company may postpone the filing (but not the preparation) of a Registration Statement or the commencement of a Shelf Underwritten Offering, as applicable, required by this Section 3 until such circumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); 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 to be filed as soon as possible or any Shelf Underwritten Offering to be conducted as soon as possible, as applicable; provided, further, that the Company shall not be permitted required to commence effect a Postponement Period pursuant to this Section 3(dDemand Registration or any NT Registration until the earliest of (A) more than once 90 days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering, or (C) 90 days after the date of the Transaction Delay Notice; provided, however, that in any 180‑day period. The event the Company shall promptly give not be required to effect any Demand Registration or any NT Registration prior to the Holders requesting registration thereof termination, waiver or that delivered a Take-Down Noticereduction of any "blackout period" required by the underwriters to be applicable to the Requesting Holder or the Names' Trustee, as applicablethe case may be, pursuant to this Section 3 written notice of in connection with any postponement made in accordance with the preceding sentenceCompany Offering.