Common use of Restrictions on Demand Registrations Clause in Contracts

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within six months after the effective date of a previous Long-Form Registration with respect to the Company. The Company may postpone, for up to six months (from the date of the request), the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's board of directors believes that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, that in any such events, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated as if it had never been made in the first instance, and the Company will pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of the Mandatory Registration or a previous Long-Form Demand Registration with respect or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2. Notwithstanding the Company. The foregoing, the Company may postpone, postpone for up to six months (from the date of the request), 180 days the filing or the effectiveness of a registration statement for a Demand Registration (but not, for the avoidance of doubt, the Mandatory Registration) if (i) the Company's ’s board of directors believes determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by of the Company or any Subsidiary thereof of its Subsidiaries to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, reorganization or similar other material transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawnwithdrawn with respect to a Long-Form Registration, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Long-Form Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of the Company's IPO or within 180 days after the effective date of a previous Long-Form Demand Registration with respect or a previous registration in which the holders of Investor Registrable Securities were given piggyback rights pursuant to the Companyparagraph 2. The Company may postpone, postpone for up to six months 90 days (from up to 60 days in the date case of the request), clause (ii) below) the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's board of directors believes determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have an (i) a material adverse effect on (or require premature disclosure of) any proposal or plan by the Company or any Subsidiary thereof of its Subsidiaries to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, reorganization or similar transaction, transaction or (ii) the Company is in possession of a material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company's business or stock price; provided, however, provided that in any such eventsevent, the holders of Investor Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Long-Form Demand Registration with respect or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was no reduction in the Companynumber of Registrable Securities requested to be included. The In addition, the Company may postpone, postpone for up to six months (from the date of the request), 180 days the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's ’s board of directors believes determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by the Company or any Subsidiary thereof of its Subsidiaries to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, reorganization or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Long-Form Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Long-Form Registration with respect or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to paragraph 2 and in which there was no reduction in the Companynumber of Registrable Securities requested to be included. The Company may postpone, postpone for up to six months (from the date of the request), 120 days the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's ’s board of directors believes determines in its reasonable good-faith judgment that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the CompanySubsidiaries; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Long-Form Demand Registration with respect or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was no reduction in the Companynumber of Registrable Securities requested to be included. The Company may postpone, postpone for up to six months (from the date of the request), 180 days the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's board of directors believes (the "Board") determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by the Company or any Subsidiary thereof of its subsidiaries to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, reorganization or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such withdrawn registration. The Company may delay a Demand Registration hereunder only once in during any 12-month periodperiod of 12 consecutive months.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Long-Form Registration with respect to the CompanyRegistration. The Company may postpone, postpone for up to six months (from the date of the request), 90 days the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's ’s board of directors believes managers (or any successor governing body) reasonably determines in its good faith judgment that such Demand Registration would reasonably be expected to have an a material adverse effect on the Company’s or any of its Subsidiaries’ ability to complete any proposal or plan by the Company or any Subsidiary thereof of its Subsidiaries to engage in any underwritten public offering of its securities for its own accountmaterial financing, acquisition of assets (other than in the ordinary course of business) or securities, or any stock purchasematerial recapitalization, merger, consolidation, tender offer, reorganization, reorganization or similar material transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, provided that in any such eventsevent, the holders of WCP Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn with respect to a Long-Form Registration is so withdrawn, such Demand Registration shall be treated as if it had never been made not count against the total number of Long-Form Registrations provided for in the first instanceSection 1B, and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any consecutive 12-month period.

Restrictions on Demand Registrations. The Company will shall not be ------------------------------------ obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Long-Form Demand Registration with respect or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to paragraph 2 and in which there was no reduction in the Companynumber of Registrable Securities requested to be included. The Company may postpone, postpone for up to six months (from the date of the request), 90 days the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's board of directors believes determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by the Company or any Subsidiary thereof of its Subsidiaries to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, reorganization or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Long-Form Demand Registration with respect or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was not more than a 20% reduction in the Companynumber of Registrable Securities requested to be included. The Company may postpone, postpone for up to six months (from the date of the request), 180 days the filing or the effectiveness of a registration statement for a Demand Registration, or suspend the effectiveness of any Registration Statement, if the Company determines that such registration (i) the Company's board of directors believes that such Demand Registration would reasonably be expected to have an a material adverse effect on the Company or would materially impede, delay or interfere with or adversely affect any proposal or plan by the Company or any Subsidiary thereof of its Subsidiaries to engage in any underwritten public offering of its securities for its own account, material acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, reorganization or similar transaction, transaction or any material financing or (ii) would require disclosure of non-public information that the Company is in possession of material nonpublic information concerning it or its has a bona fide business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Companypurpose for preserving as confidential; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such withdrawn registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Restrictions on Demand Registrations. If, at the time of a request for a Demand Registration the Company reasonably expects to file a registration statement for its securities within 60 days of such request, the Company may postpone for up to 180 days from the effectiveness of such contemplated registration statement the filing of the registration statement for such requested Demand Registration. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Long-Form Registration with respect or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was no reduction in the Companynumber of Registrable Securities requested to be included. The Company may postpone, postpone for up to six months (from the date of the request), 180 days the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's board of directors believes Company and the Initiating Holders agree that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by the Company or any Subsidiary thereof of its subsidiaries to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, reorganization or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will Initiating Holders shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Company-paid Long Form Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Long-Form Demand Registration with respect to the Companyor Piggyback Registration hereunder. The Company may postpone, for up to six months (from the date of the request), postpone the filing or the effectiveness of a registration statement for a period not to exceed 180 days for a Demand Registration if (i) the Company's ’s board of directors believes determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by the Company or any Subsidiary thereof of its Subsidiaries to engage in any underwritten public offering of its securities for its own account, acquisition or sale of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganizationacquisition, recapitalization, reorganization or similar transaction, transaction or (ii) would require the Company is in possession disclosure of any material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement which would reasonably be expected to have an adverse effect on be detrimental to the CompanyCompany and its Subsidiaries; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The registration and provided that the Company may not exercise its right to delay a Demand Registration hereunder only more than once in any 12twelve-month period.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six 12 months after the effective date of a previous Long-Form Registration with respect or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 and in which there was no reduction in the Companynumber of Registrable Securities requested to be included. The Company may postpone, postpone for up to six months (from the date of the request), [***] the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's ’s board of directors believes determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Companysubsidiaries; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of the Mandatory Registration or a previous Long-Form Demand Registration with respect or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2. Notwithstanding the Company. The foregoing, the Company may postpone, postpone for up to six months (from the date of the request), 180 days the filing or the effectiveness of a registration statement for a Demand Registration (but not, for the avoidance of doubt, the Mandatory Registration) if (i) the Company's board of directors believes determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by of the Company or any Subsidiary thereof of its Subsidiaries to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, reorganization or similar other material transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawnwithdrawn with respect to a Long-Form Registration, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Long-Form Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12twelve-month period.

Restrictions on Demand Registrations. The Company will not be obligated to effect any a Demand Registration within six months after the effective date of a previous Long-Form Registration with respect registration in which the Holders were given piggyback rights pursuant to paragraph 2 and in which there was no reduction in the Companynumber of Registrable Securities requested to be included. The Company may postpone, postpone for up to six months (from the date of the request), the filing or the effectiveness of a registration statement for a Demand Registration if (i) if the Company's ’s board of directors believes determines that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or ), any stock purchase, merger, consolidation, tender offer, reorganizationstrategic licensing arrangement, joint venture, or similar transaction, or (ii) if, in the good faith determination of the Company’s board of directors, the Company is in possession or any other of the Company’s act ivies would be adversely affected by such Demand Registration due to premature disclosure of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in Company has a registration statement would reasonably be expected to have an adverse effect on the Companybona fide business purpose for preserving as confidential; provided, however, provided that in any such eventsevent, the holders Holders holding at least sixty percent (60%) of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated will not count as if it had never been made in the first instance, permitted Long-Form Registration hereunder and the Company will pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period.

Restrictions on Demand Registrations. The Subject in all cases to SEC Guidance, the Company will not be obligated to effect any Demand Registration within six months after the effective date of a previous Long-Form Registration with respect to or Short-Form Registration, as the Companycase may be. The Company may postpone, for up to six months one hundred twenty (120) days (from the date of the request), the filing or the effectiveness of a registration statement for a Demand Registration if the Company is in possession of material non-public information concerning it or its business and affairs and the Company’s board of directors determines in good faith that (i) disclosure of such information is legally required in connection with such registration; (ii) public disclosure of such information in a registration statement would have a materially detrimental effect on the Company; or (iii) if the Company's board of directors believes determines that such that Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, offer or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, that in any such eventsevent, the holders of the Xxxx.xxx Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, and the Company will pay all Registration Expenses in connection with such registration. The Company may delay a permitted Demand Registration hereunder only once in any 12-month periodRegistrations hereunder.

Restrictions on Demand Registrations. The Company will shall not be obligated to effect any Demand Registration within six months after (i) the effective date of a previous Long-Form Demand Registration, (ii) the effective date of an S-3 Registration with respect (as defined in Section 4(a) hereof), or (iii) a registration in which the holders of Registrable Securities initially requesting such registration were given piggyback rights pursuant to Section 3 and in which there was no reduction in the Companynumber of holders of Registrable Securities initially requesting such registration requested to be included. The Company may postpone, postpone for up to six months (from the date of the request), 90 days the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's board Company and the holders of directors believes a majority of the Registrable Securities initially requesting such registration agree that such Demand Registration would reasonably be expected to have an a material adverse effect on any proposal or plan by the Company or any Subsidiary thereof of its Subsidiaries to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, offer or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, that in any such eventsevent, the holders of the Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in the first instance, and the Company will pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month periodRegistration.

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within six months after the effective date of a previous Long-Form Registration with respect to the Company. The Company may postpone, for up to six months (from the date of the request), the filing or the effectiveness of a registration statement for a Demand Registration if (i) if the Company's ’s board of directors believes believes, in good faith, that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, or similar transaction, transaction or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's ’s board of directors determines in good faith that the prompt public disclosure of such information in a registration statement would reasonably be expected to have an adverse effect on the Company; provided, however, that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated as if it had never been made in the first instance, and the Company will pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period.

Restrictions on Demand Registrations. The Company will not be obligated to effect any Demand Registration within six months after the effective date of a previous Long-Form Registration with respect to the Company. The Company may postpone, postpone for up to six months (from the date of the request), 60 days the filing or the effectiveness of a registration statement for a Demand Registration if (i) the Company's board of directors believes that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any Subsidiary thereof to engage in any underwritten public offering of its securities for its own account, acquisition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization, or similar transaction, or (ii) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Company's board of directors determines in its good faith that judgment (as certified to the prompt public disclosure holders by the Chief Executive Officer of such information in a registration statement would reasonably be expected to have an adverse effect on the Company) that such Demand Registration should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or any of its Subsidiaries; provided, however, provided that in any such eventsevent, the holders of Registrable Securities initially requesting such Demand Registration will shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall be treated not count as if it had never been made in one of the first instance, permitted Demand Registrations hereunder and the Company will shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period. The Company will not be obligated to effect any Demand Registration within the 180-day period immediately following the effective date of the Company's initial registered public offering or within the 90-day period immediately following the effective date of any prior Demand Registration in which the holder requesting registration was permitted to register Registrable Securities in connection therewith and no more than 10% of the Registrable Securities so requested to be registered by any holder were excluded from such offering.