Common use of Restrictions on Demand Registrations Clause in Contracts

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board of Directors has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders Purchaser requesting such Demand Registration Statement shall be entitled entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement becomes effective, to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration Purchaser of (x) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 2(c3(d), (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 3(d) only once during any twelve (12)-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board of Directors has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) forty-five (45) days after the date upon which the Board of Directors has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than ninety (90) days in the aggregate in any twelve (12)-month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period.”

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three (63) months after the effective date termination of an offering under a previous Demand Registration or within three (3) months after the effectiveness of a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least sell 50% or more of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of if (i) the Company’s board of directorsdirectors reasonably determines that a Demand Registration would reasonably be expected to materially and adversely affect an offering of securities of the Company, such postponement or withdrawal the preparation of which had then been commenced, (ii) the Company is necessary in order to avoid premature possession of material non-public information the disclosure of a matter which during the period specified in such notice the Company’s board has determined of directors reasonably believes would not be in the best interest interests of the Company, (iii) the Company, in its good faith judgment, determines that any registration of Registrable Shares should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transactions or events involving the Company to be disclosed at such time or any of its subsidiaries or (iiiv) postpone the filing of a such Demand Registration in the event would render the Company shall be required unable to prepare audited financial statements as comply with the requirements of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)applicable securities laws; provided, however, that in no the event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest prior to its effective date and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve (12) month period.

Restrictions on Demand Registrations. The If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415, with respect to a Demand Registration would (i) require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (A) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (B) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (C) would in the good faith judgment of the Board reasonably be expected to have a material adverse effect on the Company or its business if made at such time, or (ii) would in the good faith and judgment of the Board reasonably be expected to have a material adverse effect on the Company or its business or on the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may upon giving prompt written notice of such action to the participants in such registration (each of whom hereby agrees to maintain the confidentiality of all information disclosed to such participants) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, provided, that the Company shall not be obligated permitted to effect do so (x) more than three times during any Demand Registration within six twelve-month period or (6y) months after for periods exceeding, in the effective date aggregate, one hundred twenty-five days during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, such Shareholders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing prospectus or the effectiveness of a Registration Statement for a Demand Registration ifStatement, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall Investor will be entitled to withdraw such requestrequest and, if such request is withdrawn, such registration request will not count for the purposes of the limitation set forth in Section 2.1(b). The Company shall provide written notice to the Initiating Holders requesting will pay all Registration Expenses incurred in connection with any such Demand Registration of (x) any postponement aborted registration or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementprospectus.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had have piggyback rights pursuant to Section 3 4 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c3(d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may postpone the filing of a particular Registration Statement pursuant to this Section 3(d) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six ninety (690) months days after the effective date of a previous Demand Registration, a previous S-3 Registration (as hereinafter defined) or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and actually sold, at least fifty percent (50% %) of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety one hundred twenty (90120) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415, with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (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, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be obligated permitted to effect do so (x) more than four times during any Demand Registration within six 12 month period or (6y) months after for periods exceeding, in the effective date aggregate, 90 days during any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing prospectus or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveStatement, the Initiating Holders requesting such Demand Registration shall Requesting Holder(s) will be entitled to withdraw such requestrequest and, if such request is withdrawn, such registration request will not count for the purposes of the limitation set forth in Section 1(b). The Company shall provide written notice to the Initiating Holders requesting will pay all Registration Expenses incurred in connection with any such Demand Registration of (x) any postponement aborted registration or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementprospectus.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six ninety (690) months days after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 hereof wherein or (ii) if the Initiating Holders were permitted to registerCompany has previously received a Demand Registration from another Holder or Holders, and sold, at least 50% the effectiveness of the shares of Registrable Common Stock requested to be included thereinapplicable registration statement is still pending and being diligently pursued by the Company. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a material matter required, as determined by the Company after consultation with outside counsel, to be otherwise disclosed in the Prospectus that the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement shall not be entitled to so postpone unless it shall (A) concurrently request the suspension of sales by other security holders under clause registration statements covering securities held by such other security holders, (iB) after such Registration Statement has been declared effectivein accordance with the Company’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company, and (C) itself refrain from any public offering and open market purchases during the postponement; and provided, further, however, that in any if the Company may postpone the filing or effectiveness of the events described in clause (i) or (ii) abovea Registration Statement pursuant to this sentence, the Initiating Holders Holder requesting such the related Demand Registration shall be entitled to withdraw such requestrequest if the Company has actually postponed the filing or the effectiveness of a Registration Statement for a Demand Registration by at least fifteen (15) days and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders Holder requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least 50% sell all of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any 12-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directorstrustees, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall will not be obligated to effect any Demand Registration Registration: (i) within six (6) months 150 days after the effective date of a previous Demand Registration Registration. Company shall be entitled to postpone the filing or a previous effectiveness of any registration under which the Initiating Holders had piggyback rights statement otherwise required to be prepared and filed by it pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i8.1(a) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration ifreasonable period of time (but not exceeding 180 days) if the Company determines, based on in its reasonable judgment, that such registration and offering, or such offers and sales, would materially and adversely interfere with any material financing, acquisition, corporate reorganization or other material transaction involving the good faith judgment Company or any of the Company’s board of directors, such postponement its Affiliates or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of require the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)disclose material non-public information; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after shall use all reasonable efforts to minimize the period of such Registration Statement has been declared effective; postponement and provided, further, however, that may not utilize this right more than once in any of the events described in clause (i) or twelve-month period; (ii) aboveduring the 180 day period commencing with the date of the Company’s Qualifying IPO, or (iii) within 180 days after the Initiating Holders requesting such effective date of any pervious Demand Registration shall be entitled or (iv) if the Company delivers notice to withdraw such requestholders of Registrable Securities within 30 days of any Registration request of its intent to file a Qualifying IPO of shares of common stock pursuant to an effective registration statement under the Securities Act of 1933 within 90 days. The Company shall provide promptly give the requesting Purchasers written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, the requesting Purchasers shall have the right to withdraw the request for registration by giving written notice to the Initiating Holders requesting Company within 60 days (or within the period of postponement if such Demand Registration of (xperiod is less than 60 days) any postponement or withdrawal after receipt of the filing or effectiveness notice of postponement in the event of such withdrawal, such request shall not be deemed a Registration Statement request for registration pursuant to this Section 2(c), (y8.1(a) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementhereof.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration on behalf of the Holder within six (6) months after the effective date of a previous any Demand Registration, Piggyback Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were Holder was permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock requested to be included thereintherein or S-3 Registration. The Company may (i) withdraw a Registration Statement previously filed (but not declared effective) pursuant to a Demand Registration or postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to would avoid premature disclosure of a matter the board Company has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare (A) audited financial statements as of a date other than its fiscal year and end (unless the Holders requesting such registration agree Holder agrees to pay the expenses of such an audit)) or (B) pro forma financial statements that are required to be included in the Registration Statement; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration Holder shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration Holder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement, which notice, if it relates to clause (x), shall include the reasons therefor if the Holder shall have previously executed a confidentiality agreement satisfactory to the Company in respect thereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any six-month period. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period”.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration on behalf of a Holder within six (6) months after the effective date of a previous any Demand Registration, Piggyback Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were such Holder was permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock requested to be included thereintherein or S-3 Registration. The Company may (i) withdraw a Registration Statement previously filed (but not declared effective) pursuant to a Demand Registration or postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to would avoid premature disclosure of a matter the board Company has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare (A) audited financial statements as of a date other than its fiscal year and end (unless the Holders requesting such registration agree to pay the expenses of such an audit)) or (B) pro forma financial statements that are required to be included in the Registration Statement; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such a Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement, which notice, if it relates to clause (x), shall include the reasons therefor if the Holders requesting such Demand Registration shall have previously executed a confidentiality agreement satisfactory to the Company in respect thereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(e) only once during any six-month period. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period”.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least sell 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The To the extent allowed in the Completion Agreement, if the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415, with respect to a Demand Registration would (1) require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Company (A) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (B) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (C) would in the good faith judgment of the Company reasonably be expected to have an adverse effect on the Company or its business if made at such time, or (2) would in the good faith and judgment of the Board reasonably be expected to have an adverse effect on the Company or its business or on the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the participants in such registration (each of whom hereby agrees to maintain the confidentiality of all information disclosed to such participants) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, provided, that the Company shall not be obligated permitted to effect do so (x) more than two times during any Demand Registration within six twelve-month period or (6y) months after for periods exceeding, in the effective date aggregate, 100 days during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, such Shareholders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing prospectus or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveStatement, the Initiating Holders requesting such Demand Registration shall Shareholder will be entitled to withdraw such request. The Company shall provide written notice to request and, if such request is withdrawn, such registration request will not count for the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal purposes of the filing or effectiveness of a Registration Statement pursuant to this limitation set forth in Section 2(c10(a)(ii), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not With respect to any Registration Statement filed, or to be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights filed, pursuant to Section 3 hereof wherein the Initiating Holders were permitted to registerthis Article II, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may if (i) postpone (A) the Company determines in good faith, after consultation with outside counsel to the Company, that such registration would cause the Company to disclose material non-public information (“Adverse Disclosure”), which disclosure (x) would be required to be made in any Registration Statement, (y) would not be required to be made at such time but for up to ninety (90) days the filing or the effectiveness of a such Registration Statement for and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its subsidiaries, and that, as a Demand Registration ifresult of such potential disclosure or interference, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal it is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest interests of the Company to be disclosed defer the filing or effectiveness of such Registration Statement at such time or suspend the Holder’s use of any Prospectus, or (B) if at the time of the Demand Notice, the Company is engaged or intends to engage within 60 days of the time of the Demand Request in a registered public offering, and (ii) postpone in either such case, the filing Company promptly furnishes to the Holder a notice (the “Deferral Notice”) signed by an executive officer of a Demand Registration in the event Company to that effect, then the Company shall be required have the right to prepare audited financial statements as of a date other than its fiscal year and (unless defer such filing or effectiveness or suspend the Holders requesting such registration agree to pay the expenses continuance of such an auditeffectiveness for a period of not more than 60 days (such period, the “Deferral Period”); provided, however, that in no event shall (x) the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall not be entitled to withdraw utilize this right more than once, and (y) in the case of any deferral pursuant to clause (i)(A), the Deferral Period shall terminate at such requestearlier time as the Company would no longer be required to make such Adverse Disclosure. The Company shall provide written notice will not be permitted to register in the Initiating Holders requesting such Demand Registration the issuance of (x) shares of Common Stock by the Company or the resale of shares of Common Stock by any postponement or withdrawal selling stockholder without the prior written consent of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration StatementHolder.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least 50% sell all of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any 6-month period.

Restrictions on Demand Registrations. The If the filing, initial effectiveness, or continued use of a Registration Statement, including a shelf Registration Statement pursuant to Rule 415, with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (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, effectiveness, or continued use of such Registration Statement; and (iii) would reasonably be expected to have a material adverse effect on the Company or its business or the business of any of its Subsidiaries or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization, or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be obligated permitted to effect do so (x) more than four times during any Demand Registration within six 12-month period or (6y) months after for periods exceeding, in the effective date aggregate, 90 days during any 12-month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing prospectus or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveStatement, the Initiating Holders requesting such Demand Registration shall Requesting Holder(s) will be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting Registration Request and, if such Demand Registration of (x) any postponement or withdrawal Request is withdrawn, such Registration Request will not count for purposes of the filing limitation set forth in Section 1.1(b) above. To the extent permitted by Applicable Law, the Company will pay all Registration Expenses incurred in connection with any such aborted registration or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementprospectus.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration on behalf of a Holder within six (6) months after the effective date of a previous any Demand Registration, Piggyback Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were such Holder was permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock requested to be included thereintherein or S-3 Registration. The Company may (i) withdraw a Registration Statement previously filed (but not declared effective) pursuant to a Demand Registration or S-3 Registration or postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration or S-3 Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to would avoid premature disclosure of a matter the board Company has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration or S-3 Registration in the event the Company shall be required to prepare (A) audited financial statements as of a date other than its fiscal year and end (unless the Holders Holder(s) requesting such registration agree to pay the reasonable expenses of such an audit)) or (B) pro forma financial statements that are required to be included in such Registration Statement; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, provided further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders Holder(s) requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders Holder(s) requesting such a Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement, which notice, if it relates to clause (x) above, shall include the reasons therefor if the Holder(s) requesting such Demand Registration shall have previously executed a confidentiality agreement satisfactory to the Company in respect thereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(e) only once during any six-month period. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period.”

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three (63) months after the effective date of the IPO, a previous Demand Registration, a previous S-3 Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 4.5 hereof wherein the Initiating Holders were permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board of Directors has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders Stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c4.4(d), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 4.4(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board of Directors has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that majority in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any interest of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration Statement shall be entitled entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement becomes effective, to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 2(c3(d), (yii) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 3(d) only once during any 12-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (x) the date upon which any disclosure of a matter the Board of Directors has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (y) thirty (30) days after the date upon which the Board of Directors has determined such matter should not be disclosed and (z) such date that, if such postponement continued, would result in there being more than 45 days in the aggregate in any 12-month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period.”

Restrictions on Demand Registrations. The Company shall not be ------------------------------------ obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders (irrespective of whether such rights were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included thereinexercised). The Company may (i) postpone for up to ninety (90) days six months the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on the good faith judgment of the Company’s board 's Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall -------- the Company withdraw a Registration Statement registration statement under clause (i) after such Registration Statement registration statement has been declared effective; and provided, further, -------- however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting initiating the request for such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting of Registrable Common Stock initiating the request for such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement registration statement pursuant to this Section 2(cparagraph (d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement registration statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementregistration statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration, a previous S-3 Registration (as hereinafter defined) or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) above after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once every 12 months.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration on behalf of a Holder within six (6) months after the effective date of a previous any Demand Registration, Piggyback Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were such Holder was permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock requested to be included thereintherein or S-3 Registration. The Company may (i) withdraw a Registration Statement previously filed (but not declared effective) pursuant to a Demand Registration or postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to would avoid premature disclosure of a matter the board Company has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare (A) audited financial statements as of a date other than its fiscal year and end (unless the Holders Holder(s) requesting such registration agree to pay the reasonable expenses of such an audit)) or (B) pro forma financial statements that are required to be included in such Registration Statement; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders Holder(s) requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders Holder(s) requesting such a Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement, which notice, if it relates to clause (x), shall include the reasons therefor if the Holder(s) requesting such Demand Registration shall have previously executed a confidentiality agreement satisfactory to the Company in respect thereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any six-month period. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period”.

Restrictions on Demand Registrations. The Company Corporation shall not be obligated to effect any Demand Long-Form Registration within six (6) months 90 days after the effective date of a previous Demand Long-Form Registration or a previous registration under in which the Initiating Holders had holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein 2 and in which there was no reduction in the Initiating Holders were permitted to register, and sold, at least 50% of the shares number of Registrable Common Stock Securities requested to be included thereinincluded. The Company Corporation may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration ifif the Corporation furnishes to the holders of Registrable Securities a certificate signed by the Chief Executive Officer of the Corporation, based on following consultation with, and after obtaining the good faith judgment approval of, the board of directors of the Company’s board of directorsCorporation, stating that the Corporation believes that such postponement or withdrawal is reasonably necessary in order to avoid premature disclosure of a material matter required, as determined by the Corporation after consultation with outside counsel, to be otherwise disclosed in the prospectus, the disclosure of which the board has determined would not be have a material adverse effect on any proposal or plan by the Corporation and its Subsidiaries to acquire financing or engage in any acquisition of assets (other than in the best interest ordinary course of the Company to be disclosed at such time business) or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)any merger, amalgamation, consolidation, tender offer or similar transaction; provided, however, that in no event the Corporation shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall not be entitled to withdraw so postpone unless it shall (A) concurrently request the suspension of sales by other security holders under registration statements covering securities held by such requestother security holders, (B) in accordance with the Corporation’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Corporation, and (C) itself refrain from any public offering and open market purchases during the postponement; provided further that, in such event, the Corporation shall pay all Registration Expenses in connection with such registration. The Company shall provide written notice to the Initiating Holders requesting such Corporation may delay a Demand Registration of (x) hereunder only once in any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementtwelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration Registration, a registration statement under the Securities Act on Form S-3, or any successor form thereto, or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% all of the shares of Registrable Common Stock Securities requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time time; provided, however, that the Company may not utilize this right more than once in any twelve (12)-month period, or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(csubparagraph (d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement Statement, including any prospectus supplement contemplated in the case of Section 1(b)(ii) above, for a Demand Registration reasonable length of time, not to exceed 100 days in any 12-month period; provided, however, that such period may be extended up to 180 days in any 12-month period if the Company’s directors and executive officers are restricted from selling the Company’s securities during such additional period (other than pursuant to a preexisting 10b5-1 plan) (i) if, based on the good faith judgment of the Company’s board Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Company’s Board of Directors has determined would not be in the best interest of the Company to be disclosed at such time or time, (ii) postpone if the filing of a Company cannot obtain, after using its reasonable best efforts, financial information (or information used to prepare such information) from any third party necessary for inclusion in such Demand Registration Statement, including any prospectus supplement contemplated in the event case of Section 1(b)(ii) above, or (iii) would materially interfere with a material financing, merger, sale or acquisition of assets, recapitalization or other similar corporate action of the Company shall that is pending or expected by the Company to occur or be required to prepare audited financial statements as of a date other than its fiscal year and (unless announced during the Holders requesting such registration agree to pay the expenses of such an audit)delay period; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (iInvestor(s) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration Statement, including any prospectus supplement contemplated in the case of Section 1(b)(ii) above, shall be entitled entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement becomes effective, or the filing of the prospectus supplement in the case of Section 1(b)(ii) above, to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration Investor(s) of (xi) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement Statement, including any prospectus supplement contemplated in the case of Section 1(b)(ii) above, pursuant to this Section 2(c1(e), (yii) the Company’s decision to file or seek effectiveness of such Demand Registration Statement Statement, including any prospectus supplement contemplated in the case of Section 1(b)(ii) above, following such withdrawal or postponement and (ziii) the effectiveness of such Demand Registration Statement, or the filing of a prospectus supplement in the case of Section 1(b)(ii) above, following such postponement. The Company may defer the filing or effectiveness of a Demand Registration Statement, including any prospectus supplement contemplated in the case of Section 1(b)(ii) hereof, pursuant to this Section 1(e) no more than two times in any 12-month period. In addition, the Company shall not be obligated to effect, or to take any action to effect, any Demand Registration pursuant to this Section 1 during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending six months after the effective date of, a registration statement subject to Section 2 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Restrictions on Demand Registrations. The Company shall not be obligated to effect If the Company's Board of Directors, in its good faith judgment, determines that any Demand Registration within six (6) months after the effective date of a previous Demand Registration should not be made or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may continued because (i) postpone for up to ninety it would interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (90ii) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary it would result in order to avoid premature disclosure of a matter the board Company's Board of Directors has determined would not be in the best interest of the Company to be disclosed at such time or (ii) time, the Company may postpone the filing of a Demand Registration registration statement or, in the event the Company shall be required to prepare audited financial statements as of case a date other than its fiscal year and (unless the Holders requesting registration statement has been filed, may cause such registration agree statement to pay the expenses of such an audit)be withdrawn, for up to 90 days; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders Holder requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. Notwithstanding the foregoing, for the duration of any such withdrawal or postponement period, the Company shall use commercially reasonable efforts to continue to prepare such Registration Statement and any related materials so that the Company will be in a position to file such Registration Statement when the withdrawal or postponement period shall have expired. The Company shall provide written notice to the Initiating Holders Holder requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c)2(d) hereof, (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) hereof only once during any twelve-month period.

Restrictions on Demand Registrations. The If the filing, initial effectiveness or continued use of a registration statement, other than a shelf registration statement pursuant to Rule 415, with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors (1) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (2) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, (3) would in the good faith judgment of the Board of Directors reasonably be expected to have a material adverse effect on the Company or its business if made at such time or (4) reasonably be excepted to interfere with the Company or its business if at such time Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may upon giving prompt written notice of such action to the participants in such registration (each of whom hereby agrees to maintain the confidentiality of all information disclosed to such participants) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be obligated permitted to effect do so (x) for more than 60 days for a given occurrence of such a circumstance, (y) more than three times during any Demand Registration within six twelve-month period or (6z) months after for periods exceeding, in the effective date aggregate, 90 days during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Investor or such transferee agree to suspend, promptly upon its receipt of the notice referred to above, its use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing prospectus or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveStatement, the Initiating Holders requesting such Demand Registration shall Investor will be entitled to withdraw such requestrequest and, if such request is withdrawn, such registration request will not count for the purposes of the limitation set forth in Section 4.12(a)(2). The Company shall provide written notice to the Initiating Holders requesting will pay all Registration Expenses incurred in connection with any such Demand Registration of (x) any postponement aborted registration or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementprospectus.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three (63) months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least sell 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such filing or effectiveness would be materially detrimental to the Company and its stock holders, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effectivetime; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest prior to its effective date and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve (12) month period.

Restrictions on Demand Registrations. The If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, with respect to a Demand Registration, would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors (after consultation with external legal counsel) (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, effectiveness or continued use of such Registration Statement or (iii) would reasonably be expected to have a material adverse effect on the Company or its business or on the Company’s ability to effect a bona fide and reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness or, or suspend use of, such Registration Statement; provided, that the Company shall not be obligated permitted to effect do so (x) more than once in any Demand Registration within six 6-month period or (6y) months after for any single period of time in excess of 60 days, or for periods exceeding, in the effective date aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing Prospectus or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveStatement, the Initiating Holders requesting such Demand Registration Lead Investor shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 1(b) or Section 7(a). The Company shall provide written notice pay all expenses (subject to the Initiating Holders requesting and in accordance with Section 4) incurred in connection with any such Demand Registration of (x) any postponement aborted registration or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementprospectus.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration, a previous S-3 Registration (as hereinafter defined) or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) above after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once every 12 months.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may may, no more than one time in any twelve-month period, (i) postpone or withdraw for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least fifty percent (50% %) of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the Company’s board of directors has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration Registration, or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least 50% sell all of the shares of Registrable Common Stock Securities requested to be included therein. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any 12-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three (63) months after the effective date termination of an offering under a previous Demand Registration or after the termination of an offering under a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were permitted to register, and sold, at least Holder sold fifty percent (50% %) or more of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders Holder requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of such Initiating Holder’s permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders Holder requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve (12)-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration Registration, or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and actually sold, at least fifty percent (50% %) of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) 60 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directorsdirectors (the “Board”), such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve 12-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration on behalf of a Holder within six (6) months after the effective date of a previous any Demand Registration, Piggyback Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were such Holder was permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock requested to be included thereintherein or S-3 Registration. The Company may (i) withdraw a Registration Statement previously filed (but not declared effective) pursuant to a Demand Registration or postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to would avoid premature disclosure of a matter the board Company has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare (A) audited financial statements as of a date other than its fiscal year and end (unless the Holders requesting such registration agree to pay the expenses of such an audit)) or (B) pro forma financial statements that are required to be included in the Registration Statement; providedprovided , howeverhowever , that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such a Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement, which notice, if it relates to clause (x), shall include the reasons therefor if the Holders requesting such Demand Registration shall have previously executed a confidentiality agreement satisfactory to the Company in respect thereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(e) only once during any six-month period. The period during which filing or effectiveness is so postponed hereunder is referred to as a “ Delay Period ”.

Restrictions on Demand Registrations. The Except as otherwise provided in this Section 2.1(f), following the Company's initial Public Offering, the Company shall not be obligated to effect any (i) more than two (2) Demand Registrations pursuant to a Demand Right exercised by the THL Holders under Section 2.1(a), and (ii) more than two (2) Demand Registrations pursuant to a Demand Right exercised by the TPG Holders under Section 2.1(a). No Securityholder may exercise a Demand Right under this Section 2.1 unless the reasonably anticipated gross proceeds of the resulting offering would exceed $75,000,000. Any Demand Registration within six (6) months after the effective date of requested must be for a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares firmly underwritten public offering of Registrable Common Stock requested Shares to be included thereinmanaged by an underwriter or underwriters of recognized national standing selected by the Company and reasonably acceptable to the Requesting Holders. The Company may (i) postpone for up to ninety (90) days defer the filing or (but not the effectiveness preparation thereof) of a Registration Statement for to effect a Demand Registration if, based on after a request is made, the good faith judgment Board of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest Directors of the Company to be disclosed at such time or (ii) postpone has determined in good faith, after consultation with independent outside counsel, that the filing of a Demand Registration Statement would require disclosure in the event Registration Statement of material, non-public information in order to make the statements in the Registration Statement not misleading which the Company shall has a bona fide business purpose for preserving as confidential, and disclosure of which would have an adverse effect on the Company or its business. The Company may defer the registration under this paragraph (d) pursuant to the preceding sentence until the earlier of (A) the date upon which such material information is disclosed to the public or disclosure of which would no longer be required to prepare audited financial statements as of a date other than its fiscal year and material or materially detrimental or (unless B) 90 days after the Holders requesting Company first makes such registration agree to pay the expenses of such an audit)good faith determination; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that shall not utilize this right to defer more than once in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementtwelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, after consulting with and based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order advice provided by a special outside counsel to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company (which counsel shall be experienced in securities law matters), the Company then is unable to be disclosed at comply with its disclosure obligations (because it would otherwise need to disclose material information, and the Company has bona fide business purposes for preserving such time information as confidential) or Securities and Exchange Commission requirements in connection with a registration statement or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once, and may not postpone the filing or the effectiveness of the Registration Statement for a period longer than ninety (90) days. The Company, as expeditiously as possible and by using its best efforts, will file or resume the effectiveness of the Registration Statement when the circumstances permitting it to postpone the filing or the effectiveness of the Registration Statement no longer exist. A Demand Registration withdrawn by the Company at the written request of the requesting Holders shall count as an exercised Demand Registration for the purpose of determining the remaining available Demand Registrations.

Restrictions on Demand Registrations. The Except as otherwise provided in this Section 2.1(f), following the Company's initial Public Offering, the Company shall not be obligated to effect any (i) more than two (2) Demand Registrations pursuant to a Demand Right exercised by the THL Holders under Section 2.1(a), and (ii) more than two (2) Demand Registrations pursuant to a Demand Right exercised by the TPG Holders under Section 2.1(a). No Securityholder may exercise a Demand Right under this Section 2.1 unless the reasonably anticipated gross proceeds of the resulting offering would exceed $75,000,000. Any Demand Registration within six (6) months after the effective date of requested must be for a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares firmly underwritten public offering of Registrable Common Stock requested Shares to be included thereinmanaged by an underwriter or underwriters of recognized national standing selected by the Company and reasonably acceptable to the Requesting Holders. The Company may (i) postpone for up to ninety (90) days defer the filing or (but not the effectiveness preparation thereof) of a Registration Statement for to effect a Demand Registration if, based on after a request is made, the good faith judgment Board of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest Directors of the Company to be disclosed at such time or (ii) postpone has determined in good faith, after consultation with independent outside counsel, that the filing of a Demand Registration Statement would require disclosure in the event Registration Statement of material, non-public information in order to make the statements in the Registration Statement not misleading which the Company shall has a bona fide business purpose for preserving as confidential, and disclosure of which would have an adverse effect on the Company or its business. The Company may defer the registration under this paragraph (f) pursuant to the preceding sentence until the earlier of (A) the date upon which such material information is disclosed to the public or disclosure of which would no longer be required to prepare audited financial statements as of a date other than its fiscal year and material or materially detrimental or (unless B) 90 days after the Holders requesting Company first makes such registration agree to pay the expenses of such an audit)good faith determination; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that shall not utilize this right to defer more than once in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementtwelve-month period.

Restrictions on Demand Registrations. The If the filing or initial effectiveness of a registration statement with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors (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, effectiveness or continued use of such Registration Statement, (iii) would in the good faith judgment of the Board of Directors reasonably be expected to materially adversely affect the Company or its business if made at such time or (iv) reasonably be excepted to interfere with the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may upon giving prompt written notice of such action to the participants in such registration (each of whom hereby agrees to maintain the confidentiality of all information disclosed to such participants) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided, that the Company shall not be obligated permitted to effect do so (x) for more than 90 days for a given occurrence of such a circumstance, (y) more than three times during any Demand Registration within six twelve-month period or (6z) months after for periods exceeding, in the effective date aggregate, 180 days during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Investor or such transferees agree to suspend, promptly upon its receipt of the notice referred to above, its use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing prospectus or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveStatement, the Initiating Holders requesting such Demand Registration shall Investor will be entitled to withdraw such requestrequest and, if such request is withdrawn, such registration request will not count for the purposes of the limitation set forth in Section 4.7(a)(2). The Company shall provide written notice to the Initiating Holders requesting will pay all Registration Expenses incurred in connection with any such Demand Registration of (x) any postponement aborted registration or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementprospectus.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration Registration, or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety one hundred eighty (90180) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the conflicts committee (“Conflicts Committee”) of the Company’s board of directors, such postponement or withdrawal is necessary (i) because such Demand Registration would materially interfere with a significant acquisition, reorganization or other similar transaction involving the Company, (ii) in order to avoid premature disclosure of a matter the board Conflicts Committee has determined would not be in the best interest of the Company to be disclosed at such time or (iiiii) postpone the filing of a because such Demand Registration in the event would render the Company shall be required unable to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)comply with requirements under applicable securities laws; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least sell 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any 12-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within ninety (90) days after the effective date of a previous Demand Registration that is not an IPO Demand Registration or a previous registration under which the Initiating Holder had piggyback rights pursuant to Section 3 hereof, (ii) within six (6) months after the effective date of a previous Demand Registration that is an IPO Demand Registration, or (iii) if the Company has previously received a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to registerDemand Registration from another Holder or Holders, and sold, at least 50% the effectiveness of the shares of Registrable Common Stock requested to be included thereinapplicable Registration Statement is still pending and being diligently pursued by the Company. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a material matter required, as determined by the Company after consultation with outside counsel, to be otherwise disclosed in the Prospectus that the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a shall not be entitled to so postpone unless it shall (A) concurrently request the suspension of sale by other security holders under Registration Statement under Statements covering Company securities held by such other security holders, (B) in accordance with the Company’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company, and (C) in the case of clause (i) after such Registration Statement has been declared effectiveitself refrain from any public offering and open market purchases during the postponement; and provided, further, however, that in any if the Company postpones the filing or effectiveness of the events described in clause (i) or (ii) abovea Registration Statement pursuant to this sentence, the Initiating Holders Holder requesting such the related Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders Holder requesting such Demand Registration and all other Holders of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve (12) -month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration, a previous S-3 Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety sixty (9060) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(c) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included thereinhereof. The Company may (i) postpone for up to ninety (90) days (subject to extension for up to 45 additional days by a vote of a majority of the members of the Company's Board of Directors), or withdraw, the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board 's Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Company's Board of Directors has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only twice during any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three (63) months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included thereinRegistration. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such filing or effectiveness would be materially detrimental to the Company and its stock holders, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effectivetime; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest prior to its effective date and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve (12) month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least sell 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in have a material adverse effect on the best interest business of the Company to be (and its subsidiaries taken as a whole) if disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The Company Newco shall not be obligated to effect any Demand Registration pursuant to this Section 5.1 (including filing a Registration Statement) within six (6) three months after the effective date of a previous Demand Registration registration pursuant to this Section 5.1 or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 5.2 hereof wherein the Initiating Holders (irrespective of whether such rights were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included thereinexercised). The Company Newco may (i) postpone for up to ninety (90) days two months the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good good-faith judgment of the CompanyNewco’s board Board of directorsDirectors (after consultation with its legal and financial advisors), such postponement Demand Registration would reasonably be expected to have a material adverse effect on any proposal or withdrawal is necessary plan by Newco or any of its Subsidiaries to engage in order to avoid premature disclosure any acquisition of a matter the board has determined would not be assets (other than in the best interest ordinary course of business) or any merger, consolidation, tender offer, reorganization, joint venture or other transaction material to the Company to be disclosed at such time or (ii) postpone business of Newco, as determined by the filing Board of a Demand Registration Directors of Newco in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)good-faith reasonable judgment; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveevent, the Initiating Holders Exercising Holders(s) initially requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Exercising Holder(s) shall retain their rights pursuant to this Section 5.1 as if the request for such Demand Registration was not made and any related registration shall not count as one of the permitted Demand Registrations of the Major Holders under this Section 5.1 and Newco shall pay all Registration Expenses in connection with such registration. The Company Newco shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c5.1(f), (y) the CompanyNewco’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six (6) months 90 days after the effective date of a previous Demand Registration or a previous registration under which Listing occurring after the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein First Listing, unless (A) the Initiating Holders were permitted to register, and sold, at least 50Investor holds less than 10% of the shares then outstanding Registrable Securities, or (B) any Non-Investor Holders exercise any demand registration rights granted by the Company to such holders, whereupon the Company shall include in such registration the number of Registrable Common Stock Securities requested to be included therein(which in the opinion of the underwriters can be sold in an orderly manner within the price range of such offering, if such offering is an underwritten offering) PRO RATA between the Investor and the Non-Investor Holders on the basis of the amount of Registrable Securities owned by each such holder, or (ii) if, at the time the Investor requests such Demand Registration, (A) the Company has previously notified the Investor in writing that the Company has determined to register any of its securities on its own behalf, (B) the Investor has not responded in writing to the Company within fourteen (14) days after receiving such notice stating that the Investor is requesting a Demand Registration pursuant to the terms and conditions of this Agreement, and (C) the Company has not abandoned its efforts to register its securities. The Company may (i) postpone for up to ninety (90) 60 days the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on if the Company's board of directors determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to interfere with any proposal or plan by the Company or any of the Company’s board its Subsidiaries to engage in any acquisition of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be assets (other than in the best interest ordinary course of the Company to be disclosed at such time business) or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date any merger, consolidation, tender offer, reorganization or other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)material transaction; provided, howeverPROVIDED, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveevent, the Initiating Holders holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company shall provide written notice to the Initiating Holders requesting such may delay a Demand Registration of (x) hereunder only once in any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementtwelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least sell 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a any Demand Registration Statement Statement, including any prospectus supplement contemplated in the case of Section 2(b)(ii), for a Demand Registration reasonable length of time, not to exceed 30 days in any 12-month period; provided, however, that such period may be extended up to a total of 45 days in any 12-month period if the Company’s directors and executive officers are restricted from selling the Company’s securities during such additional period (other than pursuant to a preexisting 10b5-1 plan), (i) if, based on the good faith judgment of the Company’s board Board of directorsDirectors (or a committee of the Board), such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Company has determined would not be in the best interest of the Company to be disclosed at such time or time, (ii) postpone if the Company cannot obtain, after using its reasonable best efforts, financial information (or information used to prepare such information) from any third party necessary for inclusion in such Demand Registration Statement, including any prospectus supplement contemplated in the case of Section 2(b)(ii), or (iii) if the filing or the effectiveness of a Demand Registration Statement, including any prospectus supplement contemplated in the event case of Section 2(b)(ii), would materially interfere with a material financing, merger, sale or acquisition of assets, recapitalization, or other similar corporate action of the Company shall that is pending or expected by the Company to occur or be required to prepare audited financial statements as of a date other than its fiscal year and (unless announced during the Holders requesting such registration agree to pay the expenses of such an audit)delay period; provided, however, that in no event the Holder shall the Company withdraw a be entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement under clause (i) after such Registration Statement has been declared becomes effective; and provided, further, however, that in any or the filing of the events described prospectus supplement in clause (i) or (ii) abovethe case of Section 2(b)(ii), the Initiating Holders requesting to withdraw such request and, if such request is withdrawn, such Demand Registration shall be entitled to withdraw such requestnot count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration Holder of (xi) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement Statement, including any prospectus supplement contemplated in the case of Section 2(b)(ii), pursuant to this Section 2(c2(e), (yii) the Company’s decision to file or seek effectiveness of such Demand Registration Statement Statement, including any prospectus supplement contemplated in the case of Section 2(b)(ii), following such withdrawal or postponement postponement, and (ziii) the effectiveness of such Demand Registration Statement, or the filing of a prospectus supplement in the case of Section 2(b)(ii), following such postponement. The Company may defer the filing or effectiveness of a Demand Registration Statement, including any prospectus supplement contemplated in the case of Section 2(b)(ii), pursuant to this Section 2(e) no more than two times in any 12-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration Registration, or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board of Directors has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders Investor requesting such Demand Registration Statement shall be entitled entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement becomes effective, to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration Investor of (x) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 2(c3(d), (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 3(d) only once during any twelve (12)-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board of Directors has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) forty-five (45) days after the date upon which the Board of Directors has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than ninety (90) days in the aggregate in any twelve (12)-month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period.”

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration on behalf of a Holder within six (6) months after the effective date of a previous any Demand Registration, S-3 Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof Piggyback Registration wherein the Initiating Holders were such Holder was permitted to register, and actually sold, at least 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) withdraw a Registration Statement previously filed (but not declared effective) pursuant to a Demand Registration or postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to would avoid premature disclosure of a matter the board Company has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders Holder(s) requesting such registration agree to pay the reasonable expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause clauses (i) or (ii) above, the Initiating Holders Holder(s) requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders Holder(s) requesting such a Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement, which notice, if it relates to clause (x), shall include the reasons therefor if the Holder(s) requesting such Demand Registration shall have previously executed a confidentiality agreement satisfactory to the Company in respect thereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(e) only once during any six-month period. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period.”

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months 180 days after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included thereinLong-Form Registration. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a registration statement (or the use of a Shelf Registration Statement Statement) for a Demand Registration if, based on the good faith judgment of if the Company’s board of directors, directors (or any successor governing body) reasonably determines in its good faith judgment (i) that such postponement Demand Registration (or withdrawal is necessary in order to avoid premature disclosure use of a matter Shelf Registration Statement) would reasonably be expected to have a material adverse effect on the board has determined would not be Company’s or any of its Subsidiaries’ ability to complete any proposal or plan by the Company or any of its Subsidiaries to engage in any material financing, acquisition of assets (other than in the best interest ordinary course of the Company to be disclosed at such time business) or securities, or any material recapitalization, merger, consolidation, tender offer, reorganization or similar material transaction or (ii) postpone except with respect to the Merger Shelf Registration Statement and the filing of a Demand the Form 8-K referenced in Section 12N (or any Registration Statement incorporating such financial information regarding CRC), the filing or effectiveness of such registration statement (or the use of the Shelf Registration Statement) would require the inclusion in the event the Company shall be required to prepare audited such registration statement or related prospectus of financial information or pro forma financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree related to pay the expenses of such an audit)acquisition or disposition that cannot be produced without unreasonable effort or expense; provided, however, provided that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveevent, the Initiating Holders holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn with respect to a Long-Form Registration is so withdrawn, such Demand Registration shall not count against the total number of Long-Form Registrations provided for in Section 1B, and the Company shall pay all Registration Expenses in connection with such registration. The Company shall provide written notice to the Initiating Holders requesting such may delay a Demand Registration of (x) hereunder only once in any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementconsecutive 12-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directorsBoard, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders Demand Stockholder requesting such Demand Registration Statement shall be entitled entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement becomes effective, to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration Stockholders of (x) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 2(c3(d), (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 3(d) only once during any 12-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) forty-five (45) days after the date upon which the Board has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than sixty (60) days in the aggregate in any 12 month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Demand Delay Period.”

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may in connection with any and each Demand Registration (i) postpone for up to ninety (90) days the filing or filing, the effectiveness or withdraw of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, ; that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company may (by delivering written notice to the LLC as contemplated by this Section 1.2) postpone the filing (but not the preparation) or effectiveness of a registration statement to be filed or declared effective pursuant to Section 1.1 (or, in the case of a Shelf Registration Statement, the continued use of such Shelf Registration Statement) if the filing or effectiveness of such registration statement, or the continued use of such Shelf Registration Statement, as applicable, would require the Company to make any public disclosure of material, non-public information, the disclosure of which, in the Board’s good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in such registration statement filed with the Commission by the Company (or in an amendment or supplement to a then filed Shelf Registration Statement) so that such registration statement would not be materially misleading and (ii) would not be required to be made at such time but for the filing or use of such registration statement and the Company has a bona fide business purpose for not disclosing such information publicly. The Company shall not be obligated give prompt written notice to effect the LLC of (x) any Demand Registration within six postponement of the filing or effectiveness or suspension of use, as applicable, of any such registration statement pursuant to this Section 1.2 (6a “Delay Notice”), (y) months after the effective date Company’s decision to file or seek effectiveness or no longer suspend the use, as applicable, of such registration statement following such postponement or suspension and (z) the effectiveness of such registration statement. In the case the Company provides written notice regarding the suspension of use of a previous Demand Shelf Registration or a previous registration under which Statement, the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% holders of Registrable Securities shall suspend use of the shares of applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Common Stock requested to be included thereinSecurities thereunder. The Company may defer the filing (ibut not the preparation) or effectiveness or suspend the use or filing of a prospectus supplement or post-effective amendment, as applicable, of a particular registration statement pursuant to this Section 1.2 only once during any 12-month period. Notwithstanding the provisions of this Section 1.2, the Company may not postpone for up to ninety (90) days the filing or effectiveness or suspend the effectiveness use, as applicable, of a Registration Statement for a Demand Registration if, based on registration statement past the good faith judgment date that is the earliest of (a) the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature date upon which any disclosure of a matter the board Board has determined would not be in the best interest of the Company to be disclosed at such time is disclosed to the public or (ii) postpone the filing of a Demand Registration in the event the Company shall ceases to be required to prepare audited financial statements as of a date other than its fiscal year material, and (unless b) forty-five (45) days after the Holders requesting such registration agree date upon which the Board has determined to pay distribute to the expenses of such an audit); provided, however, that in no event shall the Company withdraw LLC a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestDelay Notice. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the period during which filing or effectiveness or suspension of use, as applicable, is so postponed or suspended hereunder is referred to as a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement“Delay Period.”

Restrictions on Demand Registrations. The Notwithstanding the foregoing provisions, (i) the Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment if such registration would require an audit of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited 's financial statements for a period as of a date other than its fiscal year and (end unless the Holders holders of Registrable Securities requesting such registration agree to pay bear responsibility for the expenses of such an audit); (ii) the Company may defer the filing of a Registration Statement hereunder or delay the processing and effectiveness thereof for a period of up to 90 days based on the good faith judgment of the Board of Directors of the Company, that such delay is needed to avoid premature disclosure of a matter the Board has determined should not, in the best interests of the Company, and otherwise need not, be currently disclosed including, without limitation, that a material acquisition or disposition by the Company is being negotiated or has been publicly announced or that such registration statement would have a material adverse effect on the Company; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw exercise such request. The deferment only once during any twelve month period; and (iii) the Company shall provide written notice not be obligated to effect a Demand Registration within 180 days after the effective date of any previous underwritten registration of Common Stock, whether or not made pursuant to this Section. If applicable, the Company shall furnish to the Initiating Holders holder or holders of Registrable Securities requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), 3 a certificate signed by the President of the Company stating the Company has deferred the filing of a registration statement pursuant to clause (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementhereof.

Restrictions on Demand Registrations. The Company Bank shall not be obligated to effect any Demand Registration unless the Initiating Holder, together with all other Holders, requests to effect the registration of Registrable Common Stock having an anticipated aggregate offering price, net of any underwriting discounts or commissions, of at least ten million dollars ($10,000,000). The Bank shall not be obligated to effect any Demand Registration within six ninety (690) months calendar days after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 hereof wherein hereof. In addition, the Initiating Holders were permitted Bank shall not be obligated to registereffect any Demand Registration if the Bank has previously received a Demand Registration from another Holder or Holders, or the Bank or the holding company formed in the Holding Company Formation has filed a registration statement pursuant to Section 2(i), and soldin either case, at least 50% the effectiveness of the shares of Registrable Common Stock requested to be included thereinapplicable registration statement is still pending and being diligently pursued by the Bank. The Company Bank may (i) postpone for up to ninety one hundred twenty (90120) calendar days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the CompanyBank’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a material matter required, as determined by the Bank after consultation with outside counsel, to be otherwise disclosed in the Prospectus that the board has determined would not be in the best interest of the Company Bank to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that the Bank shall not be entitled to so postpone unless it shall (A) concurrently request the suspension of sales by other security holders under registration statements covering Bank securities held by such other security holders, (B) in no event shall accordance with the Company withdraw a Registration Statement under clause Bank’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Bank, and (iC) after such Registration Statement has been declared effectiveitself refrain from any public offering and open market purchases during the postponement; and provided, further, however, that in any if the Bank postpones the filing or effectiveness of the events described in clause (i) or (ii) abovea Registration Statement pursuant to this sentence, the Initiating Holders Holder requesting such the related Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company Bank shall provide written notice to the Initiating Holders Holder requesting such Demand Registration and all other Holders of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (y) the CompanyBank’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board of Directors has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event the Investor shall the Company withdraw a be entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement under clause (i) after becomes effective, to withdraw such Registration Statement has been declared effective; and providedrequest and, furtherif such request is withdrawn, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestnot count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration Investor of (x) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 2(c3(d), (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 3(d) only once during any 12-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board of Directors has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) thirty (30) days after the date upon which the Board of Directors has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than 45 days in the aggregate in any 12 month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period.”

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone or withdraw for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company Trust shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock Shares requested to be included therein. The Company Trust may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the CompanyTrust’s board Board of directorsTrustees, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Trust’s Board of Trustees has determined would not be in the best interest of the Company Trust to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company Trust shall be required to prepare audited financial statements as of a date other than its fiscal year and end (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company Trust withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and such request shall not constitute a Demand Registration hereunder. The Company Trust shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the CompanyTrust’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) three months after the effective date of a previous Demand Registration, a previous Shelf Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof 4 wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock Securities requested to be included therein. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(c) only once during any 12-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three (63) months after the effective date termination of an offering under a previous Demand Registration or a previous registration under which the Initiating Holders Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Initiating Holders were Holder was permitted to register, register and sold, at least sell 50% or more of the shares of Registrable Common Stock Shares requested to be included therein. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such filing or effectiveness would be materially detrimental to the Company and its stock holders, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be in the best interest of the Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effectivetime; and provided, further, however, that in any of the events event described in clause (i) or (ii) above, the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such requestrequest prior to its effective date and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once during any twelve (12) month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration or a previous registration under which the Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and sold, at least 50% of the shares of Registrable Common Stock requested to be included therein. The Company may (i) postpone for up a reasonable period of time, not to ninety (90) days exceed 90 days, the filing of a prospectus or the effectiveness of a Registration Statement for a Demand Registration ifregistration pursuant to this Section 1 if the Company furnishes to the Holders a certificate signed by the principal executive officer of the Company, based on following consultation with, and after obtaining the good faith judgment approval of, the board of directors of the Company’s board of directors, stating that the Company believes that such postponement or withdrawal is necessary in order to avoid premature disclosure of a material matter required, as determined by the Company after consultation with outside counsel, to be otherwise disclosed in the prospectus the disclosure of which the board has determined would not be in the best interest of have a material adverse effect on any proposal or plan by the Company to be disclosed at such time or engage in any acquisition of assets (ii) postpone the filing of a Demand Registration other than in the event ordinary course of business) or any merger, amalgamation, consolidation, tender offer or similar transaction, or otherwise would have a material adverse effect on the Company shall be required to prepare audited business, assets, operations, prospects or financial statements as condition of a date other than its fiscal year and (unless the Holders requesting such registration agree to pay the expenses of such an audit)Company; provided, however, that in no event shall the Company withdraw a Registration Statement shall not be entitled to so postpone unless it shall (A) concurrently request the suspension of sales by other security holders under clause registration statements covering securities held by such other security holders, (iB) after such Registration Statement has been declared effectivein accordance with the Company’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company, and (C) itself refrain from any public offering and open market purchases during the postponement; and provided, provided further, however, that the Company may not effect such a postponement more than once in any 360-day period. If the Company so postpones the filing of a prospectus or the events described in clause (i) or (ii) aboveeffectiveness of a Registration Statement, the Initiating Holders requesting such Demand Registration shall of a majority of Registrable Securities covered by a particular registration will be entitled to withdraw such requestrequest and, if such request is withdrawn, such registration request will not count for the purposes of the limitation set forth in Sections 1(b) and 1(c). The Company shall provide written notice to the Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such a Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company will pay all Registration Expenses incurred in connection with any such postponed filing and any such postponed effectiveness of a Registration Statement.