Common use of Prior to Effectiveness Clause in Contracts

Prior to Effectiveness. With respect to any Shelf Registration Statement filed, or to be filed, pursuant to this Section 5.4, (x) if the Company determines in good faith that such registration would cause the Company to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing or effectiveness of such registration statement and (iii) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger involving the Company and any of its subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of such Shelf Registration Statement at such time, and (y) the Company promptly furnishes to the Registration Party and any other Persons participating in such registration a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness, provided, that such deferral, together with any other deferral or suspension of its obligations under Section 5.2 or Section 5.4, shall not be effected for a period of more than ninety (90) days, in the aggregate, for all such deferrals or suspensions over any twelve-month period. The Company shall promptly notify the Selling Holders of the expiration of any period during which it exercised its rights under this Section 5.4(b)(i). The Company agrees that, in the event it exercises its rights under this Section 5.4(b)(i), it shall, as promptly as practicable following expiration of the applicable deferral period, file or update and use its best efforts to cause the effectiveness of, as applicable, the applicable deferred Shelf Registration Statement.

Prior to Effectiveness. With respect to any Shelf Registration Statement filed, or to be filed, pursuant to this Section 5.4, if (A) (x) if the Company determines in good faith that such registration would cause the Company to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing or effectiveness of such registration statement and (iii) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company and any of its subsidiaries Subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of such Shelf Registration Statement at such time, and (y) the Company promptly furnishes to the Registration Party and any other Persons participating in such registration a certificate signed by the chief executive officer of the Company to that effect, or (B) prior to receiving the request to file the Shelf Registration Statement, the Board of Directors had determined to effect a registered underwritten offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including but not limited to selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, then the Company shall have the right to defer such filing or effectivenesseffectiveness for the period necessary, as determined by the Board of Directors of the Company in good faith, in the case of a deferral pursuant to clause (A) above, or until the proposed registration for the Company’s account is completed or abandoned, in the case of a deferral pursuant to clause (B) above, provided, that such deferral, together with any other deferral or suspension of its obligations under Section 5.2 or Section 5.4, shall not be effected for a period of more than ninety one hundred twenty (90120) days, in the aggregate, for all such deferrals or suspensions over any twelve-month period. The Company shall promptly notify the Selling Holders of the expiration of any period during which it exercised its rights under this Section 5.4(b)(i). The Company agrees that, in the event it exercises its rights under this Section 5.4(b)(i), it shall, as promptly as practicable following expiration of the applicable deferral period, file or update and use its best efforts to cause the effectiveness of, as applicable, the applicable deferred Shelf Registration Statement.

Prior to Effectiveness. With respect to any Shelf Registration Statement filed, or to be filed, pursuant to this Section 5.44, if (x) if the Company Corporation determines in good faith that such registration would cause the Company Corporation to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing or effectiveness of such registration statement statement, and (iii) would be materially detrimental to the Company Corporation or would materially interfere with any material financing, licensing arrangement, acquisition, corporate reorganization or merger involving the Company Corporation and any of its subsidiaries Subsidiaries and that, as a result of such potential disclosure or interference, (y) in the reasonable opinion of the Board, it is in the best interests of the Company Corporation to defer the filing or effectiveness of such Shelf Registration Statement at such time, and (yz) the Company Corporation promptly furnishes to the Registration Party Demand Eligible Holders or the Management Holders (as applicable) and any other Persons Selling Holders participating in such registration a certificate signed by the chief executive officer of the Company Corporation to that effect, then the Company Corporation shall have the right to defer such filing or effectiveness, provided, that such deferral, together with any other deferral or suspension of its obligations under Section 5.2 2 or this Section 5.44, shall not be effected for a period of more than ninety (90) days, in the aggregate, for all such deferrals or suspensions over any twelve-month periodperiod unless the Holders holding at least 85% of the Registrable Securities approve such additional suspension. The Company Corporation shall promptly notify the Selling Holders of the expiration of any period during which it exercised its rights under this Section 5.4(b)(i4(b)(i). The Company Corporation agrees that, in the event it exercises its rights under this Section 5.4(b)(i4(b)(i), it shall, as promptly as practicable following expiration of the applicable deferral period, file or update and use its best efforts to cause the effectiveness of, as applicable, the applicable deferred Shelf Registration Statement.

Prior to Effectiveness. With respect to any Shelf Registration Statement filed, or to be filed, pursuant to this Section 5.47.4, (x) if the Company determines in good faith that such registration would cause the Company to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing or effectiveness of such registration statement and (iii) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger involving the Company and any of its subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of such Shelf Registration Statement at such time, and (y) the Company promptly furnishes to the Registration Party GEI and any other Persons participating in such registration a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness, provided, that such deferral, together with any other deferral or suspension of its obligations under Section 5.2 7.2 or Section 5.47.4, shall not be effected for a period of more than ninety (90) days, in the aggregate, for all such deferrals or suspensions over any twelve-month period. The Company shall promptly notify the Selling Management Holders of the expiration of any period during which it exercised its rights under this Section 5.4(b)(i7.4(b)(i). The Company agrees that, in the event it exercises its rights under this Section 5.4(b)(i7.4(b)(i), it shall, as promptly as practicable following expiration of the applicable deferral period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred Shelf Registration Statement.

Prior to Effectiveness. With respect to any Shelf Registration Statement filed, or to be filed, pursuant to this Section 5.42.3, (x) if the Company Instinet determines in good faith that such registration would cause the Company Instinet to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing or effectiveness of such registration statement and (iii) would be materially detrimental to the Company Instinet or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company Instinet and any of its subsidiaries Subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company Instinet to defer the filing or effectiveness of such Shelf Registration Statement at such time, and (y) the Company Instinet promptly furnishes to the Registration Party and any other Persons Holders' Representatives of all participating in such registration Groups a certificate signed by the chief executive officer and the general counsel of the Company Instinet to that effect, then the Company Instinet shall have the right to defer such filing or effectiveness, provided, provided that (I) such deferral, together with any other deferral or suspension of its obligations under Section 5.2 2.1 or Section 5.42.3, shall not be effected for a period of more than ninety (90) 120 days, in the aggregate, for all such deferrals or suspensions over any twelve-month period, (II) if any Holder(s) of a participating Group provide written notice to Instinet objecting to the determination to defer within five Business Days following notice to such Holder(s) of such determination, the determination of Instinet to defer such filing or effectiveness shall be confirmed within 15 Business Days of the deferral notice by the Blackout Committee or by the Board of Directors, if the Board meets within such time frame, or, if it is not so confirmed, such deferral, if still in effect, shall immediately terminate, and (III) the determination of Instinet to defer such filing or effectiveness shall be further confirmed by the Board of Directors at its next meeting (if such deferral is still in effect at the time of such meeting and the Board had not already acted upon such deferral), or, if it is not so confirmed, such deferral, if still in effect, shall immediately terminate. The Company In the event Instinet defers the filing or effectiveness of a Shelf Registration Statement pursuant to this clause (b), any Holder may withdraw its participation in such registration by giving written notice to Instinet, within 30 days after receipt of the certificate referred to in subclause (y) above. If all Holders that are members of the Initiating Group and that are participating in such registration withdraw from such registration as provided in the preceding sentence, then such request shall not be counted for purposes of the requests permitted to be made by the Initiating Group under Section 2.1 and shall instead be counted, for purposes of the Demand Requests permitted to be made under Section 2.1, as a Demand Request made by the Group, if any, that continues to participate in such registration and that has included in such registration, on a collective basis, the greatest number of Registrable Securities included in such registration by any Group participating therein. Instinet shall promptly notify the Selling Holders Holders' Representatives of all participating Groups of the expiration of any period during which it exercised its rights under this Section 5.4(b)(i2.3(b)(i). The Company Instinet agrees that, in the event it exercises its rights under this Section 5.4(b)(i2.3(b)(i), it shall, as promptly as practicable following prior to the expiration of the applicable deferral period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred Shelf Registration Statement.