Common use of Postponements Clause in Contracts

Postponements. (a) If the Company shall fail to file any registration statement required to be filed pursuant to a request for registration under Section 3(a), the Initiating Holder or Initiating Holder Group requesting such registration shall have the right to withdraw the request for registration if such withdrawal is made by the Holders that own a majority of the shares of Registrable Common Stock as to which registration had been requested. 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 3 (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 3(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 registered 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 3(a). The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 9(a). (b) The Company shall not be obligated to file any registration statement (other than the Initial Shelf), 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 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 9(b) for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer or suspend the filing or use of any registration statement on not more than two occasions in any twelve month period and for no more than 120 days in any twelve month period, provided, that, after deferring or suspending the filing or use of any registration statement, the Company may not again defer or suspend the filing or use of a registration statement until at least 60 days have elapsed after the termination of a deferral or suspension period. 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 9(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 days of such suspension.

Postponements. (a) If the Company Issuers shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement required to be filed pursuant to a request for registration under Section 3(a3 hereof (whether or not pursuant to Section 9(b)), the Initiating Holder or Initiating Holder Group Holders requesting such registration shall have the right to withdraw the request for registration if such withdrawal is shall be made by Holders of Notes holding an aggregate principal amount of Notes such that the Holders that own have not elected to withdraw do not hold the requisite percentage or amount of Notes to initiate a majority of the shares of Registrable Common Stock as to which registration had been requestedrequest under Section 3. Any such withdrawal shall be made by giving written notice to the Company Issuers within 20 days after after, in the case of a request pursuant to Section 3 hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (A) of Section 3 6(f)(i) 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 3(a)(ii)Issuers, or, if, as of such 90th ninetieth day, the Company does Issuers do not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Company Issuers from its their independent registered 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(a). The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 9(a)3 hereof. (b) The Company Issuers shall not be obligated to file any registration statement (other than the Initial Shelf)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 12-month period) when either of the CompanyIssuers, in the good faith judgment of its Board of Directors, reasonably determines believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed offering Public Offering of the Companysuch Issuer’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 thereto or would require the Selling Holders written notice that disclosure of material non-public information that, in the good faith judgment of such determination has been made by the Issuer’s Board of Directors, individually or in the general basis aggregate, would have a material adverse effect on which such determination has been made Issuer and an estimate of the anticipated duration of the delayits subsidiaries taken as a whole. The filing of a registration statement, or any amendment or supplement thereto, by the Company Issuers cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to this Section 9(b) the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer transactions or suspend the filing or use of any registration statement on not for more than two occasions in any twelve month period and for no more than 120 90 days in any twelve month period, provided, that, after deferring or suspending the filing or use of any registration statement, the Company may not again defer or suspend the filing or use of a registration statement until at least 60 days have elapsed after the termination of a deferral or suspension period. The Company shall promptly notify each Selling Holder date of the expiration or earlier termination of such deferral or suspension periodBoard’s determination referenced in the preceding sentence. If any Issuer suspends the Company suspends any Selling Holder’s sellers’ rights to make sales pursuant to this Section 9(b)hereto, the applicable registration period during which a registration statement is required pursuant to Section 2 or 3 to remain in effect shall be extended by the same number of days of such suspension.

Postponements. (a) If the Company shall fail to file any registration statement required to be filed pursuant to a request for registration under Section 3(a), the Initiating Holder or Initiating Holder Group requesting such registration shall have the right to withdraw the request for registration if such withdrawal is made by the Holders that own a majority of the shares of Registrable Common Stock as to which registration had been requested. 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 3 (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 3(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 registered 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 3(a). The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 9(a). (b) The Company shall not be obligated to file any registration statement (other than the Initial Shelf), or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s '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 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 '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 9(b) for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer or suspend the filing or use of any registration statement on not more than two occasions in any twelve month period and for no more than 120 days in any twelve month period, provided, that, after deferring or suspending the filing or use of any registration statement, the Company may not again defer or suspend the filing or use of a registration statement until at least 60 days have elapsed after the termination of a deferral or suspension period. 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 's rights to make sales pursuant to this Section 9(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 days of such suspension.

Postponements. (a) If the Company shall fail to file any registration statement required to be filed pursuant to a request demand for registration under Section 3(a)2.2 hereof, the Initiating Holder or Initiating Holder Group Demand Holder(s) requesting such registration shall have the right to withdraw the request for registration if such withdrawal is made by the Holders that own a majority of the shares of Registrable Common Stock as to which registration had been requestedregistration. 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 the clause (i) of Section 3 (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 3(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 registered public accountants of such financial statements)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 3(a)2.2 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 9(a)paragraph. (b) The Company shall not be obligated to file any registration statement (other than the Initial Shelf)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 its Board of Directorsthe Board, reasonably determines believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed offering 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 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 a Selling Holders’ Holder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to this Section 9(b) the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer transactions or suspend the filing or use of any registration statement on not for more than two occasions in any twelve month period and for no more than 120 days in any twelve month period, provided, that, after deferring or suspending the filing or use of any registration statement, the Company may not again defer or suspend the filing or use of a registration statement until at least 60 days have elapsed after the termination of a deferral or suspension period. The Company shall promptly notify each Selling Holder date of the expiration or earlier termination of such deferral or suspension periodBoard’s determination referenced in the preceding sentence. If the Company suspends any the Selling Holder’s Holders’ rights to make sales pursuant to this Section 9(b)hereto, the applicable registration 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 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 required pursuant to Section 2.1(a) beyond the period specified in Section 2.1(b).

Postponements. (a) If the Company shall fail to file any registration statement required to be filed pursuant to a request for registration under Section 3(a)2.1(a) hereof, the Initiating Holder or Initiating Holder Group Investor(s) requesting such registration shall have the right to withdraw the request for registration if such withdrawal is made by the Holders that own a majority of the shares of Registrable Common Stock as to which registration had been requestedregistration. Any such withdrawal shall be made by giving written notice to the Company within 20 days after 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 3 2.4(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 3(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 of the written request from its independent registered public accountants of such financial statementsthe Investor(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 Investor are entitled pursuant to Section 3(a)2.1 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 9(a)paragraph. (b) The Company shall not be obligated to file any registration statement (other than the Initial Shelf)statement, or file any amendment or supplement to any registration statement, and may suspend any Selling HolderInvestor’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 Directorsthe Board, reasonably determines believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed offering 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 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’ Investor’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to this Section 9(b) the provisions of the preceding sentence, for more than 10 ten days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer transactions or suspend the filing or use of any registration statement on not more than two occasions in any twelve month period and for no more than 120 days in any twelve month period, provided, that, after deferring or suspending the filing or use of any registration statement, the Company may not again defer or suspend the filing or use of a registration statement until at least 60 days have elapsed after the termination of a deferral or suspension period. The Company shall promptly notify each Selling Holder date of the expiration or earlier termination of such deferral or suspension periodBoard’s determination referenced in the preceding sentence. If the Company suspends any Selling HolderInvestor’s rights to make sales pursuant to this Section 9(b)hereto, the applicable registration 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 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 Investor 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 Investor 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. (a) If the Company shall fail to file any registration statement required to be filed pursuant to a request for registration under Section 3(a)) hereof, the Initiating Holder or Initiating Holder Group Holders requesting such registration shall have the right to withdraw the request for registration if such withdrawal is 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 own a majority have not elected to withdraw do not hold the requisite percentage of the shares of Registrable Common Stock as to which registration had been requestedinitiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Company within 20 days after 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 3 6 (i.e.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 3(a)(ii)Company, or, if, as of such 90th 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 registered 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(a)3 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 9(a)paragraph. (b) The Company shall not be obligated to file any registration statement (other than the Initial Shelf)statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s '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 determines believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed offering Public Offering of the Company’s '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 9(b) the provisions of the preceding sentence for more than 10 ten days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer transactions or suspend the filing or use of any registration statement on not more than two occasions in any twelve month period and for no more than 120 days in any twelve month period, provided, that, after deferring or suspending the filing or use of any registration statement, the Company may not again defer or suspend the filing or use of a registration statement until at least 60 days have elapsed after the termination of a deferral or suspension period. The Company shall promptly notify each Selling Holder date of the expiration or earlier termination of such deferral or suspension periodBoard's determination referenced in the preceding sentence. If the Company suspends any Selling Holder’s the sellers' rights to make sales pursuant to this Section 9(b)hereto, the applicable registration 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 days of such suspension.

Postponements. (a) If the Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement required to be filed pursuant to a request for registration under Section 3(a3 hereof (whether or not pursuant to Section 9(b)), the Initiating Holder or Initiating Holder Group Holders requesting such registration shall have the right to withdraw the request for registration if such withdrawal is shall be made by Holders of Common Stock holding an amount of Common Stock such that the Holders that own a majority have not elected to withdraw do not hold the requisite percentage of the shares of Registrable Common Stock as to which registration had been requestedinitiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Company within 20 days after after, in the case of a request pursuant to Section 3 hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (A) of Section 3 6(f)(i) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests request for registration may be is given to the Company pursuant to Section 3(a)(ii)Company, or, if, as of such 90th 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 registered 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(a)3 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 9(a)paragraph. (b) The Company shall not be obligated to file any registration statement (other than the Initial Shelf)statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s 's rights to make sales pursuant to any effective registration statement, at any time (but not to exceed two times in any 12 month period) when the Company, in the good faith judgment of its Board of Directors, reasonably determines believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would materially and adversely affect a pending or proposed offering Public Offering of the Company’s 's securities, including, without limitation, 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 thereto or would require the Selling Holders written notice that such determination has been made by disclosure of material non-public information that, in the good faith judgment of the Board of Directors, individually or in the general basis aggregate, would have a material adverse effect on which such determination has been made (i) the Company and an estimate its subsidiaries taken as a whole or (ii) any material business line of the anticipated duration of the delayCompany. 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 9(b) the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer transactions or suspend the filing or use of any registration statement on not for more than two occasions 60 days after the date of the Board's determination referenced in any twelve month period and the preceding sentence (or for no more than 120 an aggregate of 90 days in any twelve 12 month period, provided, that, after deferring or suspending the filing or use of any registration statement, the Company may not again defer or suspend the filing or use of a registration statement until at least 60 days have elapsed after the termination of a deferral or suspension period. 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 the sellers' rights to make sales pursuant to this Section 9(b)hereto, the applicable registration period during which a registration statement is required pursuant to Section 2 or 3 to remain in effect shall be extended by the same number of days of such suspension. (c) Notwithstanding anything to the contrary contained in this Section 9, during any period in which the Company is not eligible to use Form S-3 (or comparable successor form), the Company may suspend any Holder's rights to make sales pursuant to any effective registration statement, in order to file a post-effective amendment to a registration statement (i) to include and update the Company's financial statements for each quarter and annual period, which post-effective amendment will be filed with the Commission not later than 3 Business Days following the date the Company files its Quarterly Reports on Form 10-Q or Form 10-K for each such quarter or annual period, as applicable, with the Commission or (ii) as necessary in the judgment of the Company's counsel to otherwise comply with Commission rules and interpretations requiring the Company to file post-effective amendments to report any event which constitutes a material change. In connection with such filing, the Company will use its reasonable best efforts to obtain effectiveness of such post-effective amendment at the earliest practicable time.

Postponements. (a) If the Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement required to be filed pursuant to a request for registration under Section 3(a3 hereof (whether or not pursuant to Section 9(b)), the Initiating Holder or Initiating Holder Group Holders requesting such registration shall have the right to withdraw the request for registration if such withdrawal is shall be made by Holders of Common Stock holding an amount of Common Stock such that the Holders that own a majority have not elected to withdraw do not hold the requisite percentage of the shares of Registrable Common Stock as to which registration had been requestedinitiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Company within 20 days after after, in the case of a request pursuant to Section 3 hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (A) of Section 3 6(f)(i) 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 3(a)(ii)Company, or, if, as of such 90th 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 registered 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(a). The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 9(a)3 hereof. (b) The Company shall not be obligated to file any registration statement (other than the Initial Shelf)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 12 month period) when the Company, in the good faith judgment of its Board of Directors, reasonably determines believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed offering 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 thereto or would require the Selling Holders written notice that such determination has been made by disclosure of material non-public information that, in the good faith judgment of the Board of Directors, individually or in the general basis aggregate, would have a material adverse effect on which such determination has been made the Company and an estimate of the anticipated duration of the delayits subsidiaries taken as a whole. 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 9(b) the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions. The Company may so defer transactions or suspend the filing or use of any registration statement on not for more than two occasions in any twelve month period and for no more than 120 90 days in any twelve month period, provided, that, after deferring or suspending the filing or use of any registration statement, the Company may not again defer or suspend the filing or use of a registration statement until at least 60 days have elapsed after the termination of a deferral or suspension period. The Company shall promptly notify each Selling Holder date of the expiration or earlier termination of such deferral or suspension periodBoard’s determination referenced in the preceding sentence. If the Company suspends any Selling Holder’s the sellers’ rights to make sales pursuant to this Section 9(b)hereto, the applicable registration period during which a registration statement is required pursuant to Section 2 or 3 to remain in effect shall be extended by the same number of days of such suspension.