Common use of Postponements Clause in Contracts

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall not be entitled obligated to postpone a Resale Registration file any registration statement, or file any amendment or supplement to any registration statement, and a Demand Registration and may suspend any Selling Stockholder’s rights to require the Holders of Registrable Securities make sales pursuant to discontinue the disposition of their securities covered by a shelf any effective registration statement during for reasonable periods not in excess of ninety (90) days, but in no event more than twice in any twelve (12) month period (a “Blackout Period (as defined below) (i) Period”), if the board of directors Company, in the good faith judgment of the Company determines in good faith Board, reasonably believes that effecting such the filing thereof at the time requested, or the offering of securities pursuant thereto, would materially adversely affect a registration pending or continuing such disposition at such time would proposed Public Offering of the Company’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto, or otherwise have a material adverse effect upon a proposed sale of all (or substantially all) of on the assets of Company; provided that in the event the Company proposes to register Common Stock, whether or a mergernot for sale for its own account, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate during a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration Stockholders shall have the right to withdraw make Piggyback Requests with respect to such registration pursuant to Section 2.2 hereof. The filing of a registration statement, or any amendment or supplement thereto, by the request Company cannot be deferred, and a Selling Stockholder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for registrationmore than ten (10) days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than sixty (60) days after the date of the Board’s determination referenced in the preceding sentence. Any such withdrawal If the Company suspends the Selling Stockholders’ rights to make sales pursuant hereto, the applicable registration period shall be made extended by giving written notice to the Company within 30 number of days after receipt of the Blackout Noticesuch suspension.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementrequest for registration under Section 2.1 hereof, the Majority Holders of the Registration KKR shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 20 days after, in the case of a request pursuant to Section 2.1 hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (i) of Section 2.4(a) hereof (i.e., 20 days after the date that is 90 days after the receipt by the Company of the Blackout Noticewritten request from KKR). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which KKR is entitled pursuant to Section 2.1 hereof. Subject to Section 2.3(b), the Company shall pay all Expenses incurred by the Company in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any of KKR’s rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time in any twelve-month period) when the Company, in the good faith judgment of the Board, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would materially adversely affect the Company and its shareholders. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and KKR’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence, for more than 90 days after the date of the Board’s determination referenced in the preceding sentence. If the Company suspends KKR’s rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension, subject to applicable law.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementdemand for registration under Section 2.2 hereof, the Majority Holders of the Registration Demanding Holder(s) requesting such registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 20 days after receipt the date on which a registration statement would otherwise have been required to have been filed with the Commission under the first clause (i) of Section 2.6(a) hereof. In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 2.2 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time with respect to each effective registration statement in any twelve-month period) when the Company, in the good faith judgment of the Blackout NoticeBoard, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of the Company’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and a Selling Holder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 60 days after the date of the Board’s determination referenced in the preceding sentence. If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension. Notwithstanding the terms of this Section 2.9(b), the Company may not delay the filing of the Shelf Registration Statement beyond the period specified in Section 2.1(d).

Postponements. The Company shall be entitled to postpone a Resale Shelf Registration and or a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement Registration Statement at such time; provided, however, that the Company may only delay a Resale Shelf Registration or a Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) either (i) under Section 2.1 within thirty (30) calendar days of delivery of a Shelf Request or (ii) under Section 2.2, within thirty (30) calendar days of delivery of the Request for such Registration, as applicable, and may delay a Resale Shelf Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 ninety (90) calendar days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 twelve (12) month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Shelf Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Shelf Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Shelf Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) calendar days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Shelf Request effected pursuant to Section 2.1 or a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale not be advisable in light of all (pending or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Companyanticipated corporate developments, or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.10 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Demand Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable two (2) periods of up to 30 days or one period of time not up to exceed 90 45 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) in any 12 month period (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.10 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.10 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or pursuant to a Resale Registration StatementBlackout Period, the Majority Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. (a) The Company shall not be entitled obligated to postpone a Resale Registration file any registration statement, or file any amendment or supplement to any registration statement, and a Demand Registration and may suspend any Selling Shareholder’s rights to require the Holders of Registrable Securities make sales pursuant to discontinue the disposition of their securities covered by a shelf any effective registration statement during for reasonable periods not in excess of ninety (90) days, but in no event more than twice in any twelve (12) month period (a “Blackout Period (as defined below) (i) Period”), if the board of directors Company, in the good faith judgment of the Company determines in good faith Board, reasonably believes that effecting such the filing thereof at the time requested, or the offering of securities pursuant thereto, would materially adversely affect a registration pending or continuing such disposition at such time would proposed Public Offering of the Company’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto, or otherwise have a material adverse effect upon a proposed sale of all (or substantially all) of on the assets of Company; provided that in the event the Company proposes to register Ordinary Shares, whether or a mergernot for sale for its own account, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate during a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration Shareholders shall have the right to withdraw make Piggyback Requests with respect to such registration pursuant to Section 2.2 hereof. The filing of a registration statement, or any amendment or supplement thereto, by the request Company cannot be deferred, and a Selling Shareholder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for registrationmore than ten (10) days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than sixty (60) days after the date of the Board’s determination referenced in the preceding sentence. Any such withdrawal If the Company suspends the Selling Shareholders’ rights to make sales pursuant hereto, the applicable registration period shall be made extended by giving written notice to the Company within 30 number of days after receipt of the Blackout Noticesuch suspension.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementdemand for registration under Section 2.2 hereof, the Majority Holders of the Registration Demand Holder(s) requesting such registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 20 days after receipt the date on which a registration statement would otherwise have been required to have been filed with the Commission. In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 2.2 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time with respect to each effective registration statement in any twelve-month period) when the Company, in the good faith judgment of the Blackout NoticeBoard, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of the Company’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and a Selling Holder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 60 days after the date of the Board’s determination referenced in the preceding sentence. If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension. Notwithstanding the terms of this Section 2.7(b), the Company may not delay the filing of the Shelf Registration Statement required pursuant to Section 2.1(a) beyond the period specified therein.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementrequest for registration under Section 2.1(a) hereof, the Majority Holders of the Registration General Atlantic requesting such registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 20 days after, in the case of a request pursuant to Section 2.1(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (i) of Section 2.4(a) hereof (i.e., 20 days after the date that is 90 days after the receipt by the Company of the Blackout Noticewritten request from General Atlantic). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Shareholders are entitled pursuant to Section 2.1 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Shareholder’s rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time in any twelve-month period) when the Company, in the good faith judgment of the Board, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of the Company’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Shareholders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than ten days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 120 days after the date of the Board’s determination referenced in the preceding sentence. If the Company suspends the Selling Shareholders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension. (c) If a Shelf Registration Statement has been filed, becomes effective and remains effective under Section 2.1(g), then the Company shall be entitled to postpone any demand registration pursuant to Section 2.1(a) or underwritten Public Offering requested by the Shareholders for a period not exceeding 90 days from the date of such request if, in the reasonable opinion of the Company’s management acting in good faith, the filing of the registration statement or underwritten Public Offering and all obligations arising out of such actions are not in the best interests of the Company at that time; provided, however, if a Selling Shareholder disagrees with such determination, it shall notify the Company in writing of such disagreement and the Chairman of the Audit Committee shall make the determination, which shall be final and binding upon the parties. It being understood that the Company shall only be entitled to such postponement under this Section 2.7(c) once every 180 days.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration or other Registration Statement and to require the Holders of Registrable Securities Investors to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have be detrimental to the Company (such as having a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company), or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.9 by delivery of a Blackout Notice (as defined below) within thirty (30) days of delivery of the request for such Demand Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days ten (10) consecutive Trading Days; provided that during any three hundred sixty five (365) day period such period shall not exceed an aggregate of ninety (90) Trading Days; provided, further, that the first day of such period must be at least five (5) Trading Days after the last day of any such prior period (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two (2) Blackout Period Periods in any 12 month twelve (12)-month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.9 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Required Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith. For the avoidance of doubt, any Blackout Period enacted in accordance with this Section 2.9 shall not result in any breach or violation under this Agreement, including any obligation of the Company to pay Registration Delay Payments under Section 2.7(c) or any liquidated damages under Section 2.8.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Investor Holders of the Registration or, in the event of a Demand Registration requested by the Majority Institutional Investor Holders, the Majority Institutional Investor Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two Blackout Period Periods in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Investor Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made registration by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected by such Persons), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time or (iii) if the Company gives notice of the occurrence of an Underwritten Offering for which the Holders are offered incidental registration rights pursuant to Section 2.1 (whether or not they are precluded from selling as a result of Section 2.1(b)), provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made publicpublic or 90 days from the completion of the Underwritten Offering) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period (other than as a result of Section 2.5(iii), any number of which could occur in any 12 month period). The Company shall promptly notify the Holders in writing (a “Blackout Notice”"BLACKOUT NOTICE") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.5 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The (a) Without limiting any other rights of the Holders under this Agreement, if the Company shall be entitled fail to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf file any registration statement during any Blackout Period (as defined belowto be filed pursuant to a request for registration under Section 3(a) hereof within the time prescribed therefor, (i) if the board of directors of the Company determines any Selling Holder whose Registrable Common Stock was to be included in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw such request and (ii) one or more Selling Holders requesting registration shall have the right to withdraw such request for registrationto file a registration statement if and only if the Selling Holders that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of shares of Registrable Common Stock required to initiate a request under Section 3(a). Any such withdrawal shall be made by giving written notice to the Company within 30 twenty (20) days after the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (i) of Section 6(a) hereof (i.e., 20 days after the date that is thirty (30) days after the date of the relevant Initiating Request, or, if, as of such thirtieth (30th) day, the Company does not have the audited financial statements required to be included in the registration statement, thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of a withdrawal described in clause (ii) of this Section 9(a), the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 3(a) hereof. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a). (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s ability to use a prospectus, at any time (but not to exceed one time in any twelve-month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the continuation of the registration process thereof at the time requested would adversely affect a pending or proposed material financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or (ii) the registration statement and any prospectus contains or would contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence, (x) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the proposals or transactions set forth in such clause (i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its good faith judgment, that the registration statement and any prospectus contains or would contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing; provided that the Company will use its reasonable best efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) as soon as practicable such that the registration statement and prospectus will not contain a material misstatement of fact or omission, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than one hundred twenty (120) days after the date of the Board of Directors’ determination; provided that the Company may not suspend any Selling Holder’s ability to use a prospectus pursuant to this Section 9(b) (including but not limited to as set forth in Section 6(g)) for more than an aggregate of ninety (90) days in any 365-day period. The Company shall give notice to the Selling Holders that the registration process has been suspended and upon notice duly given pursuant to Section 20(f) hereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the Blackout Noticesupplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement required to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementrequest for registration under Section 2, the Majority Initiating Holder or Initiating Holders of the Registration requesting such registration shall have the right to withdraw the request for registrationregistration if such withdrawal is made by the Initiating Holders (other than any Management Holders) that own a majority of the shares of Registrable Common Stock as to which registration had been requested (excluding any such shares held by Management Holders). Any such withdrawal shall be made by giving written notice to the Company within 30 20 days after receipt the date on which a registration statement would otherwise have been required to have been filed with the Commission under Section 2 (i.e., 20 days after the date that is 90 days after the conclusion of the Blackout Noticeperiod within which requests for registration may be given to the Company pursuant to Section 2(a)(ii)). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 2. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 8(a). (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, at any time (but not more than one time in any twelve-month period) when the Company, in the good faith judgment of its Board of Directors, reasonably determines that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed offering of the Company’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The Company shall promptly give the Selling Holders written notice that such determination has been made by the Board of Directors, the general basis on which such determination has been made and an estimate of the anticipated duration of the delay. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to this Section 8(b) for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 90 days after the date of the Board’s determination described in the first sentence of this Section 8(b). The Company shall promptly notify each Selling Holder of the expiration or earlier termination of such deferral or suspension period. If the Company suspends any Selling Holder’s rights to make sales pursuant to this Section 8(b), the applicable period during which a registration statement is required pursuant to Section 2 or 3 to remain in effect shall be extended by the number of Business Days of such suspension.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement required to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementrequest for registration under Section 2(a) hereof within 30 days, the Majority Holders of the Registration Initiating Holder(s) requesting such registration shall have the right to withdraw the request for registration. Any In the event of such withdrawal withdrawal, the request for registration shall not be made by giving counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 2 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company may delay or suspend the filing or effectiveness of any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, if the Company provides to the Selling Holders a written notice certifying that the Board of Directors of the Company has determined reasonably and in good faith that the initial filing of the registration statement (or any subsequent amendment or supplement thereto), the initial effectiveness of the registration statement or the continuing effectiveness thereof would require the disclosure of material non-public information that would be detrimental to the Company within if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction. The filing of a registration statement, or any amendment or supplement thereto, by the Company or the effectiveness thereof cannot be deferred or suspended, as the case may be, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 30 days after receipt the abandonment or consummation of any of the Blackout Noticeforegoing transactions; provided, however, that the Company may so defer or suspend the use of any registration statement no more than 60 days in a calendar year. If the Company suspends the Selling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. The Company shall pay all Registration Expenses in connection with such withdrawn registration request.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 2.6 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Initiating Holders of for which registration was requested in the Registration Request who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company Parent shall be entitled to postpone a Resale Registration and a Demand (including, for the avoidance of doubt, the filing of the Shelf Registration under Section 2.1(a)) and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board of directors of the Company determines Parent reasonably and in good faith determines that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company Parent or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, Parent or other extraordinary transaction involving Parent or any of its material subsidiaries or divisions or (ii) if the Company Parent is in possession of material information which the board of directors of the Company determines Parent reasonably and in good faith it determines is not in the best interests interest of the Company Parent to disclose in a registration statement at such time; provided, however, that the Company Parent may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.4 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require under Section 2.1 for no longer than 45 days from the Holders date of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days Blackout Notice (or such earlier time as such transaction is consummated consummated, abandoned or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is shall be terminated if, in addition to any normal quarterly blackouts that may apply to directors and officers the case of the Company a deferral pursuant to the Company’s xxxxxxx xxxxxxx policypreceding sentence, then in effectthe proposed transaction is disclosed or terminated. There shall not be more than one two (2) Blackout Period Periods in any 12 twelve (12) month period and not for more than an aggregate of 60 days (provided, however, that, for the initial twelve (12) month period following the date of this Agreement, this number of days will be increased by the number of days less than 30 days following the date of this Agreement in which Parent files the Registration Statement pursuant to Section 2.1, if any) during any twelve (12) month period. The Company Parent shall promptly notify the Electing Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.4 and shall include a general statement of the reason for such postponement, if applicable, an approximation of the anticipated delay and an undertaking by the Company Parent promptly to notify the Electing Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume, which in either case such resumption shall take place no later than 20 calendar days following the consummation or termination of the transaction or disclosure of the material information, as applicable. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder The Electing Holders shall treat all notices received from the Company Parent pursuant to this Section 2.7 constituting material inside information 2.4 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company Board determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement Registration Statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company MLP shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 2.3 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s MLP's sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.3 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company Board determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.5 by delivery of a Blackout Notice within thirty (as defined below30) days of delivery of the Request for such Demand Registration, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company MLP shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s MLP's sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.5 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company MLP shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Initiating Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company MLP within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the MLP shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Shelf Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Demand Shelf Registration Statement during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale not be advisable in light of all (pending or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Companyanticipated corporate developments, or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Shelf Registration pursuant to this Section 2.7 2.8 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Demand Shelf Registration under Section 2.1 and may delay a Resale Registration or a Demand Shelf Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Demand Shelf Registration Statement only for a reasonable two (2) periods of up to 30 days or one period of time not up to exceed 90 45 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) in any 12 month period (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Shelf Registration or a Resale Registration Statement or to discontinue sales of Registrable Securities covered by a shelf registration statement Demand Shelf Registration Statement pursuant to this Section 2.7 2.8 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a the Demand Registration or a Resale Shelf Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Demand Shelf Registration Statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.8 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Shelf Registration Statement or pursuant to a Resale Registration StatementBlackout Period, the Majority Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a material proposed sale of all (transaction affecting or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of by the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Demand Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand an S-3 Registration and require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further that the effectiveness period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one two Blackout Period Periods in any 12 twelve (12) month period. The Company shall promptly notify the Holders Stockholders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration or an S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders Stockholders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.Shelf Registration

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; , provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) public (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.3 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales sale of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.3 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a material proposed sale of all (transaction affecting or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of by the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Demand Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand an S-3 Registration and require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further that the effectiveness period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one two Blackout Period Periods in any 12 month period. The Company shall promptly notify the Holders Stockholders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration or an S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders Stockholders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any HolderStockholder, and any such determination shall be the Company’s 's sole responsibility. Each Holder Stockholder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statementpursuant to this Section 2.7, the Majority Holders Stockholders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a material proposed sale of all (transaction affecting or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of by the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Demand Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand an S-3 Registration and require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further that the effectiveness period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one two Blackout Period Periods in any 12 twelve (12) month period. The Company shall promptly notify the Holders Stockholders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration or an S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders Stockholders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any HolderStockholder, and any such determination shall be the Company’s 's sole responsibility. Each Holder Stockholder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statementpursuant to this Section 2.7, the Majority Holders Stockholders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement required to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementrequest for registration under Section 2(a) hereof, the Majority Holders of the Registration Initiating Holder or Initiating Holder Group requesting such registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 20 days after the date on which a registration statement would otherwise have been required to have been filed with the Commission under Section 2(a) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Company pursuant to Section 2(a)(ii), or, if, as of such 90th day, the Company does not have the financial statements required to be included in the registration statement, 30 days after the receipt by the Company from its independent public accountants of such financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 2(a) hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 8. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, at any time when the Company, in the good faith and reasonably informed judgment of its Board of Directors, determines that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of the Blackout NoticeCompany’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The Company shall promptly give the Selling Holders written notice that such determination has been made by the Board of Directors and (if known) an estimate of the anticipated duration of the delay. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and any Selling Holder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of this Section 8(b) for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer or suspend the use of any registration statement on not more than three occasions in a calendar year and for no more than a total of 90 days in a calendar year; provided that, after deferring or suspending the use of any registration statement, the Company may not again defer or suspend the use of the registration statement until a period of 30 days has elapsed after resumption of the use of the registration statement. The Company shall promptly notify each Selling Holder of the expiration or earlier termination of such deferral or suspension period. If the Company suspends any Selling Holder’s rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; , provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) public (the “Blackout Period”"BLACKOUT PERIOD"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”"BLACKOUT NOTICE") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.3 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales sale of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.3 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) any substantial portion of the assets of the Company or a proposed material acquisition of assets by the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is otherwise in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.04 by delivery of a Blackout Notice (as defined below) within 10 days of delivery of the request for such Registration under Section 2.01 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such the applicable transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two Blackout Period Periods in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.04 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.04 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 10 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.01 (and shall not be counted towards the number of Demand Registrations effected pursuant to Section 2.01(c)), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company and the Trust shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines and the Trust determine in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a material proposed sale of all (transaction affecting or substantially all) of the assets of by the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyTrust, or (ii) if the Company or the Trust is in possession of material information which the board Board of directors Directors of the Company determines or the Trust determine in good faith it is not in the best interests of the Company or the Trust to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and the Trust may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Stockholders owning Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further that the effectiveness period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one two Blackout Period Periods in any 12 month period. The Company and the Trust shall promptly notify the Holders Stockholders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration or an S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company and the Trust to promptly to notify the Holders Stockholders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company and the Trust shall not be required to consult with or obtain the consent of any HolderStockholder, and any such determination shall be the Company’s 's and the Trust's sole responsibility. Each Holder Stockholder shall treat all notices received from the Company and the Trust pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company and the Trust shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statementpursuant to this Section 2.7, the Majority Holders Stockholders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company and the Trust within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities Investors to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have be detrimental to the Company (such as having a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company), or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.8 by delivery of a Blackout Notice (as defined below) within thirty (30) days of delivery of the request for such Demand Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days ten (10) consecutive Trading Days; provided that during any three hundred sixty five (365) day period such period shall not exceed an aggregate of ninety (90) Trading Days; provided, further, that the first day of such period must be at least five (5) Trading Days after the last day of any such prior period (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two (2) Blackout Period Periods in any 12 twelve (12) month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.8 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Required Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand or an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Investor Holders of the Registration or, in the event of a Demand Registration requested by the Majority Institutional Investor Holders, the Majority Institutional Investor Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected by such Persons), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or a Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the Request for such Registration, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 2.5 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company has delivered a notice pursuant to Section 2.2 that it is undertaking an underwritten offering in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company Holders will be entitled to disclose in a exercise their incidental registration statement at such timerights; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 60 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand ------------- Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration -------- ------- and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further, that the effectiveness ---------------- -------- ------- period shall be extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to --------------- discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementpursuant to this Section 2.6, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall not be entitled obligated to postpone a Resale Registration file any registration statement, or file any amendment or supplement to any registration statement, and a Demand Registration and may suspend any Holder's rights to require make sales pursuant to any effective registration statement, at any time when the Holders of Registrable Securities to discontinue Company, in the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company determines in good faith and reasonably informed judgment of its Board of Directors, determines that effecting such the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a registration pending or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership Public Offering of the Company's securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The Company shall promptly give the Holders written notice that such determination has been made by the Board of Directors and (iiif known) if an estimate of the anticipated duration of the delay. The filing of a registration statement, or any amendment or supplement thereto, by the Company is in possession cannot be deferred, and any Holder's rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of material information which this Section 6 for more than 15 days after the board abandonment or consummation of directors any of the foregoing proposals or transactions. The Company determines in good faith it is may so defer or suspend the use of any registration statement on not in the best interests of the Company to disclose more than three occasions in a calendar year and for no more than a total of 120 days in a calendar year; provided that, after deferring or suspending the use of any registration statement at such time; providedstatement, however, that the Company may only delay a Resale Registration not again defer or Demand Registration pursuant to this Section 2.7 by delivery suspend the use of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for until a reasonable period of time not to exceed 90 30 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers elapsed after resumption of the Company pursuant to use of the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month periodregistration statement. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement each Holder of the reason for expiration or earlier termination of such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration deferral or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such informationsuspension period. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementsuspends any Holder's rights to make sales pursuant hereto, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal applicable registration period shall be made extended by giving written notice to the Company within 30 number of days after receipt of the Blackout Noticesuch suspension.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an F-3 or S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an F-3 or S-3 Registration pursuant to this Section 2.7 2.6 by delivery of a Blackout Notice (as defined below) within 10 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an F-3 or S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 45 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale an F-3 or S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an F-3 or S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an F-3 or S-3 Registration Statement, the Majority Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 10 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected pursuant to Section 2.1(c)), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time, or (iii) if the Company has delivered a notice pursuant to Section 2.2 that it is undertaking an underwritten offering in which the Holders will be entitled to exercise their incidental registration rights; provided, however, that the Company may only delay a Resale Demand Registration or Demand not constituting a Shelf Registration pursuant to this Section 2.7 2.6 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 75 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one at least 60 consecutive days during which there is no Blackout Period in following any 12 Blackout Period, and the aggregate Blackout Periods during any 12-month periodperiod shall not exceed 150 days. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementfor more than 15 days, the Majority Holders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities Investors to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have be detrimental to the Company (such as having a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company), or (ii) if the Company is in possession of material material, non-public information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.8 by delivery of a Blackout Notice (as defined below) within thirty (30) days of delivery of the request for such Demand Registration under Section 2.1 and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days ten (10) consecutive Trading Days; provided that during any three hundred sixty five (365) day period such period shall not exceed an aggregate of ninety (90) Trading Days; provided, further, that the first day of such period must be at least five (5) Trading Days after the last day of any such prior period (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one two (2) Blackout Period Periods in any 12 month twelve (12)-month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.8 and shall include a general statement (which statement shall not include any material, non-public information) of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Required Holders of the Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board of directors of the Company Board determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement Registration Statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.4 by delivery of a Blackout Notice within thirty (as defined below30) days of delivery of the Request for such Demand Registration, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to , and provided further that the MLP shall not register any normal quarterly blackouts securities for its own account or that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectany other Person during such ninety (90) day period. There shall not be more than one Blackout Period in any 12 12-month period. The Company MLP shall promptly notify the Holders in writing (a “Blackout Notice”) ), of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.4 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the CompanyMLP’s sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.4 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company MLP shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Initiating Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company MLP within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the MLP shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or a Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the Request for such Registration, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 2.5 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement required to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementrequest for registration under Section 2(a) hereof, the Majority Holders of the Registration Initiating Holder or Initiating Holder Group requesting such registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 20 days after the date on which a registration statement would otherwise have been required to have been filed with the Commission under Section 2(a) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Company pursuant to Section 2(a)(ii), or, if, as of such 90th day, the Company does not have the financial statements required to be included in the registration statement, 30 days after the receipt by the Company from its independent public accountants of such financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 2(a) hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 8. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder's rights to make sales pursuant to any effective registration statement, at any time when the Company, in the good faith and reasonably informed judgment of its Board of Directors, determines that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of the Blackout NoticeCompany's securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The Company shall promptly give the Selling Holders written notice that such determination has been made by the Board of Directors and (if known) an estimate of the anticipated duration of the delay. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and any Selling Holder's rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of this Section 8(b) for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer or suspend the use of any registration statement on not more than three occasions in a calendar year and for no more than a total of 90 days in a calendar year; provided that, after deferring or suspending the use of any registration statement, the Company may not again defer or suspend the use of the registration statement until a period of 30 days has elapsed after resumption of the use of the registration statement. The Company shall promptly notify each Selling Holder of the expiration or earlier termination of such deferral or suspension period. If the Company suspends any Selling Holder's rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. (a) The Company shall be entitled to postpone the filing or effectiveness (but not the preparation) of a Resale Shelf Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration (including any offering requested pursuant to Section 2.01(e)) during any Blackout Period (as defined below) (i) if the board of directors of the Company Board determines in good faith that effecting such a registration or continuing such disposition at such time would have a materially impede, delay or interfere with any material adverse effect upon a proposed sale of all (or substantially all) of the assets of transaction involving Parent, the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership any of the Companyits subsidiaries, or (ii) if the Company is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the . (b) The Company may only delay a Resale Registration the filing or Demand Registration pursuant to this Section 2.7 by delivery effectiveness (but not the preparation) of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Shelf Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration (including any offering requested pursuant to Section 2.01(e)) only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction referenced in clause (a) above is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. . (c) There shall not be more than one two Blackout Period Periods, not to exceed 120 days in the aggregate, in any 12 12-month period. The . (d) Prior to the start of the Blackout Period, the Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any the decision to postpone a Demand Registration or a Resale Shelf Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration (including any offering requested pursuant to Section 2.01(e)) pursuant to this Section 2.7 2.04 and shall include a general statement of the reason for such postponementpostponement or discontinuation, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Shelf Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. . (e) In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be in the Company’s sole responsibility. discretion. (f) Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.04 in the strictest confidence and shall not trade on or disseminate such informationinformation except as may otherwise be required by applicable law. If For the avoidance of doubt, the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right not provide any notices under this Section 2.04 to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Noticeany Opting-Out Holders.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementrequest for registration under Section 3(a) hereof, the Majority Holders of the Registration requesting such registration shall have the right to withdraw the request for registrationregistration if such withdrawal shall be made by Holders of Common Stock (excluding Management Holders) holding an amount of Common Stock such that the Holders (excluding Management Holders) that have not elected to withdraw do not hold the requisite percentage of shares of Common Stock to initiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Company within 20 days after, in the case of a request pursuant to Section 3(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (i) of Section 6 (a) hereof (i.e., 20 days after the date that is 90 days after the date of the relevant Initiating Request, or, if, as of such ninetieth day, the Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s ability to use a prospectus, at any time (but not to exceed one time in any twelve-month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that (i) the continuation of the registration process thereof at the time requested would adversely affect a pending or proposed material financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or (ii) the registration statement and any prospectus would, in the Company’s judgment, contain a material misstatement or omission as a result of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence, (x) in the case of clause (i) above, for more than ten days after the abandonment or consummation of any of the proposals or transactions set forth in such clause (i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its judgment, that the registration statement and any prospectus would contain a material misstatement or omission as a result of an event that has occurred or is continuing; provided that the Company will use its reasonable best efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) such that the registration statement and prospectus will not contain a material misstatement or omission as soon as practicable, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than 120 days after the date of the Board of Directors’ determination; provided that the Company may not suspend any Selling Holder’s ability to use a prospectus pursuant to this Section 9(b) (including but not limited to as set forth in Section 6(g)) for more than an aggregate of 120 days in any 365-day period. The Company shall give notice to the Selling Holders that the registration process has been suspended and upon notice duly given pursuant to Section 20(f) hereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the Blackout Noticesupplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If the Company suspends the sellers’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. (a) The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 120 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.7(a) and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.7(a) in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementpursuant to this Section 2.7(a), the Majority Holders of the Registration Registrable Securities who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith. (b) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect a Demand Registration during the period commencing with the date of the filing by the Company of, and ending on a date one hundred twenty (120) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementrequest for registration under Section 2(a) hereof, the Majority Holders of the Registration requesting such registration shall have the right to withdraw the request for registrationregistration if such withdrawal shall be made by Holders holding an amount of Common Stock such that the Holders that have not elected to withdraw do not hold the requisite percentage of shares of Registrable Common Stock to initiate a request under Section 2(a) hereof. Any such withdrawal shall be made by giving written notice to the Company within 20 days after, in the case of a request pursuant to Section 2(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (i) of Section 5(a) hereof (I.E., 20 days after the date that is 60 days after the conclusion of the period within which requests for registration may be given to the Company, or, if, as of such sixtieth day, the Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 2 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any seller's rights to make sales pursuant to any effective registration statement, at any time when the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed public offering of the Blackout NoticeCompany's securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the sellers' rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than ten days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 60 days after the date of the Board of Directors' determination referenced in the preceding sentence. If the Company suspends the sellers' rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined belowa) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of fail to file any registration statement to be filed pursuant to a Demand Registration Statement or a Resale Registration Statementrequest for registration under Section 3(a) hereof, the Majority Holders of the Registration requesting such registration shall have the right to withdraw the request for registrationregistration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that the Holders that have not elected to withdraw do not hold the requisite amount of Notes to initiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Company within 20 days after, in the case of a request pursuant to Section 3(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (k) of Section 6 (a) hereof (I.E., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Company, or, if, as of such ninetieth day, the Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Company from its independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder's rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time in any twelve-month period) when the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of the Blackout NoticeCompany's securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto. The filing of a registration statement, or any amendment or supplement thereto, by the Company cannot be deferred, and the Selling Holders' rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than ten days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 120 days after the date of the Board's determination referenced in the preceding sentence. If the Company suspends the sellers' rights to make sales pursuant hereto, the applicable registration period shall be extended by the number of days of such suspension.

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company Board determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 2.5 by delivery of a Blackout Notice within thirty (as defined below30) days of delivery of the Request for such Demand Registration, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12- month period. The Company MLP shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 2.5 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the CompanyMLP’s sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.5 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company MLP shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Initiating Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company MLP within 30 thirty (30) days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the MLP shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand ------------- Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; time provided, -------- however, that the Company may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the ------- Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The ; provided, further, that the effectiveness period shall be ---------------- -------- ------- extended by the number of days in any Blackout Period is in addition to any normal quarterly blackouts the extent that may apply to directors and officers the Registration Statement already was effective at the commencement of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effectBlackout Period. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") --------------- of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statementpursuant to this Section 2.6, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Registration or a Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) either (i) under Section 2.1 within 30 days of delivery of a Resale Request or (ii) under Section 2.2, within 30 days of delivery of the Request for such Registration, as applicable, and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “"Blackout Period”"). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “"Blackout Notice”") of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s 's sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Resale Request effected pursuant to Section 2.1 or a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

Postponements. The Company MLP shall be entitled to postpone a Resale Registration and a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement during any Blackout Period (as defined below) (i) if the board of directors of the Company Board determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company Partnership Group or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the CompanyPartnership Group, or (ii) if the Company MLP is in possession of material information which the board of directors of the Company Board determines in good faith it is not in the best interests of the Company MLP to disclose in a registration statement Registration Statement at such time; provided, however, that the Company MLP may only delay a Resale Registration or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement only for a reasonable period of time not to exceed 90 ninety (90) days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 12-month period. The Company MLP shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 2.3 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company MLP promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company MLP shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the CompanyMLP’s sole responsibility. Each Holder shall treat all notices received from the Company MLP pursuant to this Section 2.7 2.3 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice.

Postponements. The Company shall be entitled to postpone a Resale Registration and a Demand Registration an S-3 Registration, and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement an S-3 Registration, during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it (A) is not in the best interests of the Company to disclose in a registration statement Registration Statement at such timetime and (B) would be required to be included in the Registration Statement related to such S-3 Registration in order for such Registration Statement not to be misleading; provided, however, that the Company may only delay an S-3 Registration only for a Resale Registration reasonable period of time not to exceed 60 days (or Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (such earlier time as defined belowsuch transaction is consummated or no longer proposed or the material information has been made public) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement an S-3 Registration only for a reasonable period of time not to exceed 60 consecutive days and 90 days in the aggregate during any one year period (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement S-3 Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, 2.3 an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement S-3 Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If The period during which the Company shall postpone be required to maintain the filing effectiveness of a Demand the S-3 Registration shall be extended by one (1) day for each full or partial day during which the use of such Registration Statement or a Resale Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made Prospectus is deferred or suspended by giving written notice to the Company within 30 days after receipt of the Blackout Noticein accordance with this Section.

Postponements. (a) If the Company shall fail to file any registration statement required to be filed pursuant to a request for registration under Section 2(a) hereof within 30 days, the Initiating Holder(s) requesting such registration shall have the right to withdraw the request for registration if such withdrawal shall be made by Holders of Registrable Common Stock holding an amount of Registrable Common Stock such that the Holders that have not elected to withdraw do not hold the requisite percentage of shares of Registrable Common Stock to constitute Initiating Holders(s). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 2 hereof. The Company shall be entitled pay all Expenses incurred in connection with a request for registration withdrawn pursuant to postpone a Resale Registration this paragraph. (b) The Company may delay or suspend the filing or effectiveness of any registration statement, or file any amendment or supplement to any registration statement, and a Demand Registration and may suspend any Selling Holder’s rights to require the Holders of Registrable Securities make sales pursuant to discontinue the disposition of their securities covered by a shelf any effective registration statement during any Blackout Period (as defined below) (i) statement, if the board Company provides to the Selling Holders a written notice certifying that the Board of directors Directors of the Company determines has determined reasonably and in good faith that effecting such the initial filing of the registration statement (or any subsequent amendment or supplement thereto), the initial effectiveness of the registration statement or the continuing effectiveness thereof would require the disclosure of material non-public information that would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction. The filing of a registration statement, or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (any amendment or substantially all) of the assets of supplement thereto, by the Company or a mergerthe effectiveness thereof cannot be deferred or suspended, reorganizationas the case may be, recapitalization or similar current transaction materially affecting and the capital structure or equity ownership Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the Company, preceding sentence for more than 30 days after the abandonment or (ii) if the Company is in possession consummation of material information which the board of directors any of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such timeforegoing transactions; provided, however, that the Company may only delay a Resale Registration so defer or Demand Registration pursuant to this Section 2.7 by delivery suspend the use of a Blackout Notice (as defined below) and may delay a Resale Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf any registration statement only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period 60 days in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale Registration may be effected or sales of Registrable Securities covered by a shelf registration statement may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such informationcalendar year. If the Company shall postpone suspends the filing of a Demand Registration Statement or a Resale Registration StatementSelling Holders’ rights to make sales pursuant hereto, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal applicable registration period shall be made extended by giving written notice to the Company within 30 number of days after receipt of the Blackout Noticesuch suspension.

Postponements. The Company shall be entitled to postpone a Resale Demand Registration and a Demand an S-3 Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration during any Blackout Period (as defined below) (i) if the board Board of directors Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board Board of directors Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a registration statement at such time; provided, however, that the Company may only delay a Resale Demand Registration or Demand an S-3 Registration pursuant to this Section 2.7 2.6 by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration under Section 2.1 or Section 2.3, as applicable, and may delay a Resale Demand Registration or a Demand an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a shelf registration statement Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). The Blackout Period is in addition to any normal quarterly blackouts that may apply to directors and officers of the Company pursuant to the Company’s xxxxxxx xxxxxxx policy, then in effect. There shall not be more than one Blackout Period in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Resale an S-3 Registration or to discontinue sales of Registrable Securities covered by a shelf registration statement Shelf Registration pursuant to this Section 2.7 2.6 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Resale an S-3 Registration may be effected or sales of Registrable Securities covered by a shelf registration statement Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information 2.6 in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Resale an S-3 Registration Statement, the Majority Initiating Holders of for which registration was requested in the Registration Request who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within 30 days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to Section 2.1 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.