Common use of Right to Defer Registration Clause in Contracts

Right to Defer Registration. Notwithstanding anything to the contrary set forth in Sections 2.1(a) and 2.1(b) above, the Company shall not be obligated to take any action to notify holders or to effect any Immediate Offering Registration or Shelf Registration pursuant to Section 2.1(a) or 2.1(b) above if the Company shall have furnished to the Owners requesting registration a certificate signed by the Chairman or President and the Chief Financial Officer of the Company stating that, in the good faith judgment of the Board of Directors (excluding Board members designated by the holders requesting such registration) of the Company, such request could materially interfere with bona fide financing, acquisition, or other material business plans of the Company or would require disclosure of non-public information, the premature disclosure of which could materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such deferral and an estimate of the anticipated period of deferral, and the Company shall promptly notify the holders requesting such registration of the expiration or earlier termination of such deferral. If the Company defers the registration requested under this Section 2.1, the Company shall promptly (but not later than 90 days following the occurrence of the event or circumstances permitting the deferral) notify the holders of Registrable Securities requesting such registration when the events or circumstances permitting such deferral have ended and at that time shall proceed with the requested registration and in accordance with this Agreement. If the Company shall defer the requested registration pursuant to this Section 2.1(c), then any related requested registration may be withdrawn by the holder of Registrable Securities requesting such registration by giving notice to the Company at any time within 10 business days after the date the Company notifies such holder of its willingness to proceed with the requested registration. Upon such withdrawal, the withdrawn requested registration shall not count as an exercise of the demand registration rights granted herein. Holders of Registrable Securities shall not be liable to the Company for any filing or other expenses incurred as a result of a withdrawal of a requested registration made pursuant to this Section 2.1(c). The Company shall not defer a requested registration more than one time in any continuous 12-month period.

Right to Defer Registration. (i) Notwithstanding anything to the contrary set forth contained in Sections 2.1(athis Agreement, the Company shall be entitled, from time to time, by providing prior written notice to LBHI, to require the LBHI Group Members to suspend the use of the Shelf Registration Statement and the Prospectus included therein for resales of Registrable Securities pursuant to Section 2(a) or Section 2(b) or to postpone the filing or suspend the use of any Registration Statement pursuant to Section 2(a), Section 2(b) or Section 2(h) for a reasonable period of time not to exceed forty-five (45) consecutive days (a “Black-Out Period”) if the chief executive officer or chief financial officer of the Company determines in his or her good faith judgment that it would be materially detrimental to the Company and/or its securityholders not to defer the filing, or not to suspend the use by LBHI Group, of a Registration Statement or Prospectus by reason of: (A) the Company being in possession of material non-public information, so long as the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be required to be disclosed and 2.1(bthat such disclosure would be materially detrimental to the Company and/or its securityholders, (B) abovea contemplated financing, acquisition, disposition, corporate reorganization, merger, or other similar transaction or other material event or circumstance affecting the Company or its securities, so long as the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such transaction, event or circumstance at such time would be required to be disclosed and that such disclosure would be materially detrimental to the Company and/or its securityholders, or (C) a requirement to include pro forma or other information, which requirement the Company is reasonably unable to comply with at such time; provided, that the Company shall not be permitted to (x) require the LBHI Group Members to suspend the use of such Prospectus or (y) postpone the filing, or suspend the use, of such Registration Statement pursuant to this Section 2(l), for more than ninety (90) days, in the aggregate, in any twelve (12) month period. For the avoidance of doubt, the Company shall not be obligated permitted to take require the LBHI Group Members to suspend the use of such Prospectus or postpone the filing, or suspend the use, of such Registration Statement pursuant to this Section 2(l) unless the purpose of invoking the Company’s rights under this Section 2(l) is separate from, and not related to, the Company’s desire or intent to give precedence or confer an advantage (in terms of timing or otherwise) to an Underwritten Offering that the Company might wish to effect, or which it might be contemplating, for its own account or for the account of a holder of AVB Common Shares other than the LBHI Group in connection with an Underwritten Offering of Registrable Securities sought to be effected by LBHI on behalf of the LBHI Group. If, for any action reason, the Company files a Registration Statement or, subject to notify holders Section 2(a)(iii), commences an Underwritten Offering (on its own behalf or on behalf of a holder of AVB Common Shares) during the Black-Out Period, (1) the Black-Out Period shall immediately cease and no Black-Out Period shall be re-instituted for so long as the Company or another holder of AVB Shares is permitted to sell AVB Common Shares under such Registration Statement or such Underwritten Offering is ongoing, (2) the LBHI Group shall be permitted to resume the use of any effective Shelf Registration Statement for resales of Registrable Securities or to recommence an Underwritten Offering pursuant to a Demand Registration, (3) the obligation of the Company to file a Shelf Registration Statement pursuant to Section 2(a)(i), or to effect any Immediate Underwritten Offering Registration pursuant to Section 2(a)(ii) (subject to Section 2(a)(iii)), or Shelf any Demand Registration pursuant to Section 2.1(a2(b)(i), shall immediately recommence, and (4) or 2.1(bthe LBHI Group shall be permitted to participate pursuant to Section 2(h) above if in a new Registration Statement filed by the Company shall have furnished during the Black-Out Period pursuant to Section 2(h). Notwithstanding anything to the Owners requesting registration contrary contained herein, if LBHI determines to rescind any prior Underwritten Offering Request or Demand Notice following receipt of a certificate signed by the Chairman or President and the Chief Financial Officer of notice from the Company stating that, in the good faith judgment of the Board of Directors (excluding Board members designated by the holders requesting such registration) of the Company, such request could materially interfere with bona fide financing, acquisition, or other material business plans of the Company or would require disclosure of non-public information, the premature disclosure of which could materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such deferral and an estimate of the anticipated period of deferral, and the Company shall promptly notify the holders requesting such registration of the expiration or earlier termination of such deferral. If the Company defers the registration requested under this Section 2.1, the Company shall promptly (but not later than 90 days following the occurrence of the event or circumstances permitting the deferral) notify the holders of Registrable Securities requesting such registration when the events or circumstances permitting such deferral have ended and at that time shall proceed with the requested registration and in accordance with this Agreement. If the Company shall defer the requested registration pursuant to this Section 2.1(c2(l), then any related requested registration may be withdrawn by the holder LBHI may, at its election, give written notice of Registrable Securities requesting such registration by giving notice election to the Company at any time within 10 business days after the date the Company notifies Company; provided, however, that such holder of its willingness to proceed with the requested registration. Upon such withdrawal, the withdrawn requested registration shall not count as an exercise of the demand registration rights granted herein. Holders of Registrable Securities rescinded Underwritten Offering Request or Demand Notice shall not be liable counted as an Underwritten Offering Request or Demand Notice for purposes of the limits in Section 2(a)(ii) and Section 2(b)(i), respectively, without any requirement to reimburse the Company for any filing or other related expenses incurred as a result of a withdrawal of a requested registration made pursuant to this Section 2.1(c). The Company shall not defer a requested registration more than one time in any continuous 12-month periodby the Company.

Right to Defer Registration. (a) Notwithstanding anything to the contrary set forth contained in Sections 2.1(athis Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Stockholders, to require the Stockholders to suspend the use of the Shelf Registration Statement and the prospectus included therein for resales of Registrable Shares pursuant to Section 5.1 or Section 5.2 or to postpone the filing or suspend the use of any Registration Statement pursuant to Section 5.1, Section 5.2 or Section 5.7 for a reasonable period of time not to exceed forty-five (45) consecutive days (a “Black-Out Period”) if the chief executive officer or chief financial officer of the Company determines in his or her good faith judgment that it would be materially detrimental to the Company and/or its securityholders not to defer the filing, or not to suspend the use by the Stockholders, of a Registration Statement or prospectus by reason of: (A) the Company being in possession of material non-public information, so long as the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be required to be disclosed and 2.1(bthat such disclosure would be materially detrimental to the Company and/or its securityholders, or (B) abovea contemplated financing, offering or sale of any class of securities by the Company, acquisition, disposition, corporate reorganization, merger, or other similar transaction or other material event or circumstance affecting the Company or its securities, so long as the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such transaction, event or circumstance at such time would be required to be disclosed and that such disclosure would be materially detrimental to the Company and/or its securityholders; provided, that the Company shall not be obligated permitted to take (x) require the Stockholders to suspend the use of such prospectus or (y) postpone the filing, or suspend the use, of such Registration Statement pursuant to this Section 5.11, more than twice in any action twelve (12) month period. If, for any reason, the Company files a Registration Statement or commences an Underwritten Offering (on behalf of a holder of Common Stock) during the Black-Out Period, (1) the Black-Out Period shall immediately cease and no Black-Out Period shall be re-instituted for so long as another holder of Common Stock is permitted to notify holders sell shares of Common Stock under such Registration Statement or such Underwritten Offering is ongoing, (2) the Stockholders shall be permitted to resume the use of any effective Shelf Registration Statement for resales of Registrable Shares or to recommence an Underwritten Offering pursuant to a Demand Registration, (3) the obligation of the Company to file a Shelf Registration Statement pursuant to Section 5.1(a), or to effect any Immediate Underwritten Offering Registration pursuant to Section 5.1(b), or Shelf any Demand Registration pursuant to Section 2.1(a5.2(a), shall immediately recommence, and (4) or 2.1(b) above if the Stockholders shall be permitted to participate pursuant to Section 5.7 in a new Registration Statement filed by the Company shall have furnished during the Black-Out Period pursuant to Section 5.7 for the offering of Common Stock for the account of any holder of shares of Common Stock (other than the Stockholders). Notwithstanding anything to the Owners requesting registration contrary contained herein, if a certificate signed by the Chairman Stockholder determines to rescind any prior Underwritten Offering Request or President and the Chief Financial Officer Demand Notice following receipt of a notice from the Company stating that, in the good faith judgment of the Board of Directors (excluding Board members designated by the holders requesting such registration) of the Company, such request could materially interfere with bona fide financing, acquisition, or other material business plans of the Company or would require disclosure of non-public information, the premature disclosure of which could materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such deferral and an estimate of the anticipated period of deferral, and the Company shall promptly notify the holders requesting such registration of the expiration or earlier termination of such deferral. If the Company defers the registration requested under this Section 2.1, the Company shall promptly (but not later than 90 days following the occurrence of the event or circumstances permitting the deferral) notify the holders of Registrable Securities requesting such registration when the events or circumstances permitting such deferral have ended and at that time shall proceed with the requested registration and in accordance with this Agreement. If the Company shall defer the requested registration pursuant to this Section 2.1(c)5.7, then any related requested registration may be withdrawn by the holder such Stockholder may, at its election, give written notice of Registrable Securities requesting such registration by giving notice election to the Company at any time within 10 business days after the date the Company notifies Company; provided, however, that such holder of its willingness to proceed with the requested registration. Upon such withdrawal, the withdrawn requested registration shall not count as an exercise of the demand registration rights granted herein. Holders of Registrable Securities rescinded Underwritten Offering Request or Demand Notice shall not be liable to counted as an Underwritten Offering Request or Demand Notice for purposes of the Company for any filing or other expenses incurred as a result of a withdrawal of a requested registration made pursuant to this limits in Section 2.1(c5.1(b) and Section 5.2(a). The Company shall not defer a requested registration more than one time in any continuous 12-month period, respectively.

Right to Defer Registration. (i) Notwithstanding anything to the contrary set forth contained in Sections 2.1(athis Agreement, the Company shall be entitled, from time to time, by providing prior written notice to LBHI, to require the LBHI Group Members to suspend the use of the Shelf Registration Statement and the Prospectus included therein for resales of Registrable Securities pursuant to Section 2(a) or Section 2(b) or to postpone the filing or suspend the use of any Registration Statement pursuant to Section 2(a), Section 2(b) or Section 2(h) for a reasonable period of time not to exceed forty-five (45) consecutive days (a “Black-Out Period”) if the chief executive officer or chief financial officer of the Company determines in his or her good faith judgment that it would be materially detrimental to the Company and/or its securityholders not to defer the filing, or not to suspend the use by LBHI Group, of a Registration Statement or Prospectus by reason of: (A) the Company being in possession of material non-public information, so long as the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such information during the period specified in such notice would be required to be disclosed and 2.1(bthat such disclosure would be materially detrimental to the Company and/or its securityholders, (B) abovea contemplated financing, acquisition, disposition, corporate reorganization, merger, or other similar transaction or other material event or circumstance affecting the Company or its securities, so long as the chief executive officer or chief financial officer of the Company determines in good faith that the disclosure of such transaction, event or circumstance at such time would be required to be disclosed and that such disclosure would be materially detrimental to the Company and/or its securityholders, or (C) a requirement to include pro forma or other information, which requirement the Company is reasonably unable to comply with at such time; provided, that the Company shall not be permitted to (x) require the LBHI Group Members to suspend the use of such Prospectus or (y) postpone the filing, or suspend the use, of such Registration Statement pursuant to this Section 2(l), for more than ninety (90) days, in the aggregate, in any twelve (12) month period. For the avoidance of doubt, the Company shall not be obligated permitted to take require the LBHI Group Members to suspend the use of such Prospectus or postpone the filing, or suspend the use, of such Registration Statement pursuant to this Section 2(l) unless the purpose of invoking the Company’s rights under this Section 2(l) is separate from, and not related to, the Company’s desire or intent to give precedence or confer an advantage (in terms of timing or otherwise) to an Underwritten Offering that the Company might wish to effect, or which it might be contemplating, for its own account or for the account of a holder of EQR Common Shares other than the LBHI Group in connection with an Underwritten Offering of Registrable Securities sought to be effected by LBHI on behalf of the LBHI Group. If, for any action reason, the Company files a Registration Statement or, subject to notify holders Section 2(a)(iii), commences an Underwritten Offering (on its own behalf or on behalf of a holder of EQR Common Shares) during the Black-Out Period, (1) the Black-Out Period shall immediately cease and no Black-Out Period shall be re-instituted for so long as the Company or another holder of EQR Shares is permitted to sell EQR Common Shares under such Registration Statement or such Underwritten Offering is ongoing, (2) the LBHI Group shall be permitted to resume the use of any effective Shelf Registration Statement for resales of Registrable Securities or to recommence an Underwritten Offering pursuant to a Demand Registration, (3) the obligation of the Company to file a Shelf Registration Statement pursuant to Section 2(a)(i), or to effect any Immediate Underwritten Offering Registration pursuant to Section 2(a)(ii) (subject to Section 2(a)(iii)), or Shelf any Demand Registration pursuant to Section 2.1(a2(b)(i), shall immediately recommence, and (4) or 2.1(bthe LBHI Group shall be permitted to participate pursuant to Section 2(h) above if in a new Registration Statement filed by the Company shall have furnished during the Black-Out Period pursuant to Section 2(h). Notwithstanding anything to the Owners requesting registration contrary contained herein, if LBHI determines to rescind any prior Underwritten Offering Request or Demand Notice following receipt of a certificate signed by the Chairman or President and the Chief Financial Officer of notice from the Company stating that, in the good faith judgment of the Board of Directors (excluding Board members designated by the holders requesting such registration) of the Company, such request could materially interfere with bona fide financing, acquisition, or other material business plans of the Company or would require disclosure of non-public information, the premature disclosure of which could materially adversely affect the Company. Such certificate shall contain a general statement of the reasons for such deferral and an estimate of the anticipated period of deferral, and the Company shall promptly notify the holders requesting such registration of the expiration or earlier termination of such deferral. If the Company defers the registration requested under this Section 2.1, the Company shall promptly (but not later than 90 days following the occurrence of the event or circumstances permitting the deferral) notify the holders of Registrable Securities requesting such registration when the events or circumstances permitting such deferral have ended and at that time shall proceed with the requested registration and in accordance with this Agreement. If the Company shall defer the requested registration pursuant to this Section 2.1(c2(l), then any related requested registration may be withdrawn by the holder LBHI may, at its election, give written notice of Registrable Securities requesting such registration by giving notice election to the Company at any time within 10 business days after the date the Company notifies Company; provided, however, that such holder of its willingness to proceed with the requested registration. Upon such withdrawal, the withdrawn requested registration shall not count as an exercise of the demand registration rights granted herein. Holders of Registrable Securities rescinded Underwritten Offering Request or Demand Notice shall not be liable counted as an Underwritten Offering Request or Demand Notice for purposes of the limits in Section 2(a)(ii) and Section 2(b)(i), respectively, without any requirement to reimburse the Company for any filing or other related expenses incurred as a result of a withdrawal of a requested registration made pursuant to this Section 2.1(c). The Company shall not defer a requested registration more than one time in any continuous 12-month periodby the Company.

Right to Defer Registration. Notwithstanding anything No Registration Request shall require a Registration Statement requested therein to be filed (i) prior to the contrary set forth in Sections 2.1(a) and 2.1(b) above, effective date of a registration statement filed by the Company shall not be obligated to take any action to notify holders or to effect any Immediate covering an Underwritten Offering Registration or Shelf Registration pursuant to Section 2.1(a) or 2.1(b) above of Common Stock if the Company shall have furnished given written notice in the manner provided in SECTION 2.4 below of such Registration Statement to the Owners requesting Holders prior to the receipt of a Registration Request and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence (it being understood by such Holders that advance notice of the pendency of such registration may be material, non-public information) or (ii) if the Company shall furnish to the Holders a certificate signed by the Chairman or President and of the Chief Financial Officer Board of the Company stating that, in the good faith judgment of the Board of Directors (excluding Board members designated by the holders requesting such registration) of the Company, such request could materially interfere with bona fide financing, acquisition, or other material business plans of it would be seriously detrimental to the Company or would require disclosure of non-public information, the premature disclosure of which could materially adversely affect the Company. Such certificate shall contain a general statement of the reasons and its stockholders for such deferral and an estimate of the anticipated period of deferralregistration to be effected at such time, and in which event the Company shall promptly notify have the holders requesting such registration right to defer the filing of the expiration or earlier termination Registration Statement for a period of such deferral. If the Company defers the registration requested under this Section 2.1, the Company shall promptly not more than sixty (but not later than 90 60) days following the occurrence after receipt of the event or circumstances permitting the deferral) notify the holders of Registrable Securities requesting such registration when the events or circumstances permitting such deferral have ended and at that time shall proceed with the requested registration and in accordance with this AgreementRegistration Request. If the Company shall defer so postpone the requested filing of a Registration Statement, such Holders of Registrable Stock requesting registration thereof pursuant to this Section 2.1(c), then any related requested registration may be withdrawn by SECTION 2.1 shall have the holder of Registrable Securities requesting such right to withdraw the request for registration by giving written notice to the Company at any time within 10 business thirty (30) days after receipt of the date notice of postponement and, in the Company notifies such holder event of its willingness to proceed with the requested registration. Upon such withdrawal, the withdrawn requested registration such request shall not count as an exercise of the demand request for registration rights granted herein. to which Holders of Registrable Securities Stock are entitled pursuant to SECTION 2.1 hereof. Any registration requested pursuant to SECTION 2.1 shall not be liable deemed to have been effected (i) unless the Registration Statement with respect thereto has become effective, (ii) if after it has become effective and prior to the Company sale of all of the Registrable Stock covered thereby, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any filing reason not attributable to the selling Holders and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other expenses incurred as a result than by reason of a withdrawal failure on the part of a requested registration made pursuant to this Section 2.1(c). The Company shall not defer a requested registration more than one time in any continuous 12-month periodthe selling Holders.