Common use of Deferral Clause in Contracts

Deferral. If (i) in the good faith judgment of the Board, the filing of a registration statement covering the Registrable Securities would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred (100) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times in any twelve-month period.

Deferral. If Subject to the limitations set forth in Section 5.1, 5.2 and 5.4, the Company shall file a Registration Statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if (i) in the good faith judgment of the Board, the filing of a such registration statement covering the Registrable Securities or maintaining in effect any registration would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be seriously detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board concludes, as a result, that it is in the best interests of the Company essential to defer the filing of such registration statement Registration Statement at such time, and ; and (ii) the Company shall furnish to such Holders a certificate signed by the President (Chief Executive Officer or other comparable senior executive officer) Chief Financial Officer of the Company stating that in the good faith judgment of the Board, it would be materially seriously detrimental to the Company for such registration statement Registration Statement to be filed in the near future and that it is, therefore, in the best interests of the Company essential to defer the filing of such registration statement, Registration Statement then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in Section 5.4(ii) above) the Company may not defer the filing for a period of not more than one hundred ninety (10090) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times twice in any twelve-twelve (12) month period; and provided further, that during such ninety (90) day period the Company shall not file a registration statement with respect to the public offering of securities of the Company.

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors of the Company, the filing of a registration statement covering the Registrable Securities would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior chief executive officer) officer of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred ninety (10090) days after receipt of the request of the Initiating Holders or, in the case of a filing pursuant to Section 2.3, not more than sixty (60) days after the receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner under this Section 2.1 and Section 2.3 more than two (2) times once in any twelve-twelve month period.

Deferral. If (i) in the good faith judgment of the Boardboard of directors of the Company, the filing of a registration statement covering the Registrable Securities would be detrimental to the Company because such action would (xa) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (yb) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (zc) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders (which includes the FF Beneficial Investor for so long as the FF Investor is a Holder) a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the Boardboard of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future for any such reason and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred twenty (100120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times once in any twelve-month period.

Deferral. If (i) in the good faith judgment of the Boardboard of directors of the Company, the filing of a registration statement covering the Registrable Securities would (x) be materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render and the board of directors of the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the Boardboard of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing, and the time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred (100) 90 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times in any twelve-month period.

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors of the Company, the filing of a registration statement covering the Registrable Securities would (x) be materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred twenty (100120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times once in any twelve-month period. Any period of time that the Company defers its registration obligation pursuant to this Section 2.1(c) is referred to herein as a “Blackout Period.”

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors of the Company, the filing of a registration statement covering the Registrable Securities would (x) be materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statementstatement (which notice shall not specify the nature of the event giving rise to such delay or suspension), then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for the shortest period of time determined in good faith by the Company to be necessary for such purpose, but in no event for a period of not more than one hundred ninety (10090) days after receipt following such good faith determination by the Board of Directors of the request of the Initiating HoldersCompany, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times in any twelve-month period.

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors of the Company (the “Board of Directors”), the filing of a registration statement covering the Registrable Securities would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, time and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that that, in the good faith judgment of the BoardBoard of Directors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred eighty (100180) days after receipt of the request of the Initiating Holders, and, and provided further, that the Company shall not defer its obligation in this manner more than two (2) times once in any twelve-month twelve (12)-month period.

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors of the Company, the filing of a registration statement covering the Registrable Securities would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred twenty (100120) days after receipt of the request of the Initiating Holders, and, provided provided, further, that the Company shall not defer its obligation in this manner more than two (2) times twice in any twelve-month period.

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors of the Company, the filing of a registration statement covering the Registrable Securities would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred eighty (100180) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times twice in any twelve-month period.

Deferral. If (i) in the good faith judgment of the Board, Board of Directors the filing of a registration statement or Canadian Prospectus covering the Registrable Securities would be materially detrimental to any proposal or plan by the Company or any of its subsidiaries to engage in any material financing, sale, acquisition of assets (xother than in the ordinary course of business) materially interfere with a significant acquisition, corporate reorganizationor securities, or other any material agreement, recapitalization, merger, consolidation, tender offer, venture, reorganization or similar transaction involving the Company; (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Acttransaction, and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish furnishes to such Holders a certificate signed by the President (Chief Executive Officer or other comparable senior executive officer) Chief Financial Officer of the Company stating that in the good faith judgment of the Board, Board of Directors it would be materially detrimental to the Company for such registration statement or Canadian Prospectus to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statementstatement or Canadian Prospectus, then (in addition to the limitations set forth in Section 2.1(b)(v) above2.1(a)(ii)(C)) the Company shall have the right to defer such filing for a period of not more than one hundred (100) 90 days after receipt of the request of the Initiating Holders; provided that in such event, and, the Initiating Holders shall be entitled to withdraw such request and such registration shall not count as a Withdrawn Registration and the Company shall pay all Registration Expenses in connection with such registration; provided further, further that the Company shall not defer its obligation in this manner more than two (2) times once in any consecutive twelve-month period.

Deferral. If (iA) in the good faith judgment of the BoardBoard of Directors of the Company (excluding any interested directors), the filing of a registration statement under this Section 2(b) covering the Registrable Securities would (x) be materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company (excluding any interested directors) concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (iiB) the Company shall furnish to such Holders Buyers a certificate signed by the President (Chief Executive Officer or other comparable senior executive officer) the Chief Financial Officer of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company (excluding any interested directors), it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2(b)(ii) above) the Company shall have the right to defer such filing for a period of not more than one hundred sixty (10060) days after receipt of the request of the Initiating HoldersBuyers, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times twice in any twelve-twelve (12) month period.

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors of the Company, the filing of a registration statement covering the Registrable Securities would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred ninety (10090) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times in any twelve-month period, and, provided further, that the Company will not register any securities for the account of itself or any other stockholder during such 90-day period (other than a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales).

Deferral. If (iA) in the good faith judgment of the BoardBoard of Directors of the Company (excluding any interested directors), the filing of a registration statement under this Section 2(b) covering the Registrable Securities would (x) be materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company (excluding any interested directors) concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (iiB) the Company shall furnish to such Holders the Facility Agent a certificate signed by the President Chief Executive Officer or the Chief Financial Officer of the Company and a certified copy of the board resolution or any other appropriate authorization (or other comparable senior executive officerin form and substance satisfactory to the Facility Agent) of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company (excluding any interested directors), it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company as determined by the Board of Directors to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing (but not the preparation of the Registration Statement or the other activities related thereto required by this agreement) for a period of not more than one hundred forty-five (10045) days after receipt of the request of the Initiating Holdersconsecutive days, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times once in any twelve-twelve (12) month period.

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors of the Company, the filing of a effecting any registration on Form S-3 or any similar short form registration statement covering with respect to all or part of the Registrable Securities would (x) be materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred (100) 90 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two one (21) times time in any twelve12-month period and, in no event following the Company’s Initial Public Offering, shall the Company’s obligations to effect any registration pursuant to this Section 2.3 be deferred pursuant to Sections 2.1(b)(v) and/or 2.3(c) for more than six (6) months in any 12-month period.

Deferral. If (i) in the good faith judgment of the Boardboard of directors of the Company, the filing of a registration statement covering the Registrable Securities would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render and the board of directors of the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders the Holder a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the Boardboard of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred ninety (10090) days after receipt of the request of the Initiating HoldersHolder, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times twice in any twelve-month periodperiod and shall not defer its obligation in this manner following any such ninety (90) day deferral period for which the Holder has an outstanding request for registration until such outstanding request has been satisfied.

Deferral. If (i) in the good faith judgment of the board of directors of the Company (the “Board”), the filing commencement of a registration statement covering the Registrable Securities an Underwritten Takedown would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such timeUnderwritten Takedown, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) Executive Director of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company for such registration statement Underwritten Takedown to be filed consummated in the near future because it would (1) materially interfere with a material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and that it is, therefore, in the best interests of the Company to defer the filing of such registration statementUnderwritten Takedown, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(c) above) the Company shall have the right to defer such filing Underwritten Takedown for a period of not more than one hundred sixty (10060) days after receipt of the request of the Initiating Holders, and, provided furtherprovided, that the Company shall not defer its obligation in this manner more than two a total of sixty (260) times days in any twelve-month period.

Deferral. If (iA) in the good faith judgment of the BoardBoard of Directors of the Company (excluding any interested directors), the filing of a registration statement under this Section 2(b) covering the Registrable Securities would (x) be materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company (excluding any interested directors) concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (iiB) the Company shall furnish to such Holders Purchasers a certificate signed by the President (Chief Executive Officer or other comparable senior executive officer) the Chief Financial Officer of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company (excluding any interested directors), it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2(b)(ii) above) the Company shall have the right to defer such filing for a period of not more than one hundred twenty (100120) days after receipt of the request of the Initiating HoldersPurchasers, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times twice in any twelve-twelve (12) month period.

Deferral. If (i) in the good faith judgment of the Board, the filing of a registration statement covering the Registrable Securities would (x) be materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above)) the Company shall have the right to defer such filing for a period of not more than one hundred ninety (10090) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times once in any twelve-month period; and provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than registrations relating solely to the sale of securities of participants in Company stock plans or a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act).

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors of the Company, the filing of a registration statement covering the Registrable Securities would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) Chief Executive Officer of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than one hundred ninety (10090) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times in any twelve-month period.

Deferral. If (i) in the good faith judgment of the BoardBoard of Directors, the filing of a effecting any registration on Form S-3 or any similar short form registration statement covering with respect to all or part of the Registrable Securities would (x) be materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the BoardBoard of Directors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred (100) 90 days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two one (21) times time in any twelve12-month period and, in no event following the Company’s Initial Public Offering, shall the Company’s obligations to effect any registration pursuant to this Section 2.3 be deferred pursuant to Sections 2.1(b)(v) and/or 2.3(c) for more than six (6) months in any 12-month period.

Deferral. If (i) in the good faith judgment of the Board of Directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (x1) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; , (y2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; , or (z3) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders the Stockholder a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the Board, it would be materially seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than one hundred ninety (10090) days after receipt of the request of the Initiating Holders, Stockholder and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times once in any twelve-month period.

Deferral. If (i) in the good faith judgment of the Boardboard of directors of the Company (the “Board of Directors”), the filing of a registration statement covering the Registrable Securities would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that be detrimental to the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board of Directors concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President (or other comparable senior executive officer) of the Company stating that in the good faith judgment of the BoardBoard of Directors, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than one hundred ninety (10090) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two one (21) times time in any twelve-month period.