Common use of Restrictions on Registration Clause in Contracts

Restrictions on Registration. Anything in Section 1 to the contrary notwithstanding, ATC shall not be required to register Registrable Securities on behalf of any Stockholder to the following extent and subject to the following conditions: in the case of any registration initially proposed to be filed solely on behalf of ATC if, in the opinion of the managing underwriters of the proposed public offering (a copy of which opinion shall have been furnished to any Stockholder requesting registration (or each such holder if ATC has elected not to notify the holders of Registrable Securities pursuant to the provisions of Section 1(a) because it is not required to include any Registrable Securities in such registration pursuant to the provisions of this Section)), such registration (or such portion thereof as may be specified in such opinion) would adversely affect the proposed public offering price or the plan of distribution contemplated by the proposed ATC offering, in which event ATC shall (unless in the opinion of such managing underwriters (a copy of which shall be similarly furnished) to do so would materially and adversely affect the proposed public offering price or such plan of distribution)) cause such Registration Statement to remain in effect and to be phrased in such a manner so that the Stockholders requesting registration thereunder may, during a period commencing not less than sixty (60) days or more than ninety (90) days (or such other period as such managing underwriters may approve as not so adversely affecting the proposed public offering price or such plan of distribution) after the closing of the sale to the underwriters pursuant to the original distribution thereunder, offer and sell under such Registration Statement the Registrable Securities referred to in the request of registration pursuant to this Section 1.

Restrictions on Registration. Anything in Section 1 to the ---------------------------- contrary notwithstanding, ATC shall not be required to register Registrable Securities on behalf of any Stockholder to the following extent and subject to the following conditions: in the case of any registration initially proposed to be filed solely on behalf of ATC if, in the opinion of the managing underwriters of the proposed public offering (a copy of which opinion shall have been furnished to any Stockholder requesting registration (or each such holder if ATC has elected not to notify the holders of Registrable Securities pursuant to the provisions of Section 1(a) because it is not required to include any Registrable Securities in such registration pursuant to the provisions of this Section)), such registration (or such portion thereof as may be specified in such opinion) would adversely affect the proposed public offering price or the plan of distribution contemplated by the proposed ATC offering, in which event ATC shall (unless in the opinion of such managing underwriters (a copy of which shall be similarly furnished) to do so would materially and adversely affect the proposed public offering price or such plan of distribution)) cause such Registration Statement to remain in effect and to be phrased in such a manner so that the Stockholders requesting registration thereunder may, during a period commencing not less than sixty (60) days or more than ninety (90) days (or such other period as such managing underwriters may approve as not so adversely affecting the proposed public offering price or such plan of distribution) after the closing of the sale to the underwriters pursuant to the original distribution thereunder, offer and sell under such Registration Statement the Registrable Securities referred to in the request of registration pursuant to this Section 1.

Restrictions on Registration. Anything in Section 1 to the contrary notwithstanding, ATC the Company shall not be required to register Registrable Securities on behalf of any Stockholder to the following extent and subject to the following conditions: in the case of any registration initially proposed to be filed solely on behalf of ATC if, the Company if in the opinion of the managing underwriters of the proposed public offering (a copy of which opinion shall have been furnished to any Stockholder requesting registration (or each such holder if ATC the Company has elected not to notify the holders of Registrable Securities pursuant to the provisions of Section 1(a) because it is not required to include any Registrable Securities in such registration pursuant to the provisions of this SectionSection 1(d))), such registration (or such portion thereof as may be specified in such opinion) would adversely affect the proposed public offering price or the plan of distribution contemplated by the proposed ATC Company offering, in which event ATC the Company shall (unless in the opinion of such managing underwriters (a copy of which shall be similarly furnished) to do so would materially and adversely affect the proposed public offering price or such plan of distribution)) cause such Registration Statement to remain in effect and to be phrased in such a manner so that the Stockholders requesting registration thereunder may, during a period commencing not less than sixty (60) days or more than ninety (90) days (or such other period as such managing underwriters may approve as not so adversely affecting the proposed public offering price or such plan of distribution) after the closing of the sale to the underwriters pursuant to the original distribution thereunder, offer and sell under such Registration Statement the Registrable Securities referred to in the request of registration pursuant to this Section 1. In addition, (i) the Company shall not be obligated to file and cause to become effective a Registration Statement pursuant to Section 1(b) during any period in which any other Registration Statement (other than a registration statement as to which Stockholders do not have the right to participate in accordance with Section 1(a) hereof) pursuant to which shares of Common Stock are or were to be sold on behalf of the Company has been filed and not withdrawn or has been declared effective within the prior ninety (90) days; and (ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to one hundred and twenty (120) days after the date of a request pursuant to Section 1(b) hereof if at the time of such request (A) the Company is engaged, or has plans to engage, within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of shares of Common Stock in which Stockholders may include Registrable Securities pursuant to Section 1(a) or (B) the Company is engaged in negotiations regarding a material transaction.

Restrictions on Registration. Anything in Section 1 to the contrary notwithstanding, ATC The Company shall not be required obligated to register Registrable Securities on behalf effect any Demand Registration within 180 days after the effective date of any Stockholder to the following extent and subject to the following conditions: (a) a previous Demand Registration or (b) a Piggyback Registration in the case of any registration initially proposed to be filed solely on behalf of ATC if, in the opinion of the managing underwriters of the proposed public offering (a copy of which opinion shall have been furnished to any Stockholder requesting registration (or each such holder if ATC has elected not to notify the holders of Registrable Securities participate pursuant to Section 3 and in which at least 75% of the provisions Registrable Securities requested by such holders to be included are included. The Company may postpone or suspend, as applicable, for no more than two periods in any 12-month period aggregating not more than 90 days in such 12-month period the filing, effectiveness or use of Section 1(a) because it is a registration statement for a Demand Registration (and the holders of Registrable Securities participating in such offering hereby agree not required to include offer or sell any Registrable Securities in pursuant to such registration pursuant to the provisions of this Section)statement during such postponement or suspension), such registration (or such portion thereof as may be specified in such opinion) would adversely affect the proposed public offering price or the plan of distribution contemplated by the proposed ATC offering, in which event ATC shall (unless in the opinion of such managing underwriters (a copy of which shall be similarly furnished) to do so would materially and adversely affect the proposed public offering price or such plan of distribution)) cause such Registration Statement to remain in effect and to be phrased in such a manner so that the Stockholders requesting registration thereunder may, during a period commencing not less than sixty (60) days or more than ninety (90) days (or such other period as such managing underwriters may approve as not so adversely affecting the proposed public offering price or such plan of distribution) after the closing of the sale to the underwriters pursuant to the original distribution thereunder, offer and sell under such Registration Statement the Registrable Securities referred to in the request of registration pursuant to this Section 12.4 or clause (iii) of Section 5.2, if the Company determines in good faith that such filing or effectiveness might (a) interfere with or adversely affect the negotiation or completion of any material transaction or other material event that is being contemplated by the Company or (b) involve initial or continuing disclosure obligations relating to a material event or material state of facts regarding the Company the disclosure of which would, in the reasonable judgment of the Company, be adverse to its interests; provided, that, in the event of such a postponement of registration, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder. In the event the Company shall exercise its postponement or suspension rights hereunder, the applicable time period during which a registration statement is to remain effective under Section 5.2 shall be extended by a period of time equal to the duration of such postponement or suspension. The number and length of suspension and postponement periods in any 12-month period under this Section 2.4 shall be aggregated with the number and the length of Suspension Periods under clause (iii) of Section 5.2, such that the Company shall not be permitted to postpone or suspend, for more than two periods in any 12-month period aggregating not more than 90 days in such 12-month period the filing, effectiveness or use of a registration statement for a Demand Registration pursuant to Section 2.4 and/or clause (iii) of Section 5.2 taken together.

Restrictions on Registration. Anything (a) Right to Defer or Suspend Registration. The Company may, at its option, (x) defer, suspend or delay any Demand Registration or (y) require the Stockholder and the other Investors to suspend any offerings of Registrable Securities (including any Underwritten Shelf Take-Down) pursuant to a Registration Statement if the Company determines in Section 1 good faith (after consultation with external legal counsel) that proceeding with the filing, effectiveness or use of any Registration Statement would (A) require the Company to publicly disclose material non-public information in such Registration Statement so that it would not be materially misleading, the contrary notwithstanding, ATC shall disclosure of which (i) would not be required to register Registrable Securities be made at such time but for the filing, effectiveness or use of such Registration Statement and (ii) would, in the good faith judgment of the Company, have a material adverse effect on behalf the Company or (B) be expected to materially impede, delay or interfere with, or require premature disclosure of, any pending negotiation or plan of any Stockholder the Company to the following extent and subject to the following conditions: in effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction. In the case of any registration initially proposed to be filed solely on behalf clause (A), upon disclosure of ATC ifsuch material non-public information, the Company shall (x) notify the Stockholder and the other Investors whose Registrable Securities are included in the opinion of the managing underwriters of the proposed public offering Registration Statement; (a copy of which opinion shall have been furnished y) terminate any deferment or suspension it has put into effect; and (z) take such actions necessary to any Stockholder requesting registration (or each such holder if ATC has elected not to notify the holders permit registered sales of Registrable Securities pursuant to the provisions of Section 1(a) because it is not as required to include any Registrable Securities in such registration pursuant to the provisions of this Section)), such registration (or such portion thereof as may be specified in such opinion) would adversely affect the proposed public offering price or the plan of distribution contemplated by the proposed ATC offeringthis Agreement, in which event ATC shall (unless in the opinion including, if necessary, preparation and filing of such managing underwriters (a copy of which shall be similarly furnished) to do so would materially and adversely affect the proposed public offering price post-effective amendment or such plan of distribution)) cause such Registration Statement to remain in effect and to be phrased in such a manner prospectus supplement so that the Stockholders requesting registration thereunder mayRegistration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, during a period commencing not less than sixty (60) days or more than ninety (90) days (or such other period as such managing underwriters may approve as not so adversely affecting the proposed public offering price or such plan of distribution) after the closing in light of the sale to the underwriters pursuant to the original distribution thereundercircumstances in which they were made, offer and sell under such Registration Statement the Registrable Securities referred to in the request of registration pursuant to this Section 1not misleading.

Restrictions on Registration. Anything in Section 1 to the ---------------------------- contrary notwithstanding, ATC ATS shall not be required to register Registrable Securities on behalf of any Stockholder to the following extent and subject to the following conditions: in the case of any registration initially proposed to be filed solely on behalf of ATC ATS if, in the opinion of the managing underwriters of the proposed public offering (a copy of which opinion shall have been furnished to any Stockholder requesting registration (or each such holder if ATC ATS has elected not to notify the holders of Registrable Securities pursuant to the provisions of Section 1(a) because it is not required to include any Registrable Securities in such registration pursuant to the provisions of this Section)), such registration (or such portion thereof as may be specified in such opinion) would adversely affect the proposed public offering price or the plan of distribution contemplated by the proposed ATC ATS offering, in which event ATC ATS shall (unless in the opinion of such managing underwriters (a copy of which shall be similarly furnished) to do so would materially and adversely affect the proposed public offering price or such plan of distribution)) cause such Registration Statement to remain in effect and to be phrased in such a manner so that the Stockholders requesting registration thereunder may, during a period commencing not less than sixty (60) days or more than ninety (90) days (or such other period as such managing underwriters may approve as not so adversely affecting the proposed public offering price or such plan of distribution) after the closing of the sale to the underwriters pursuant to the original distribution thereunder, offer and sell under such Registration Statement the Registrable Securities referred to in the request of registration pursuant to this Section 1.