Common use of Deferral Clause in Contracts

Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3.

Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, If (i) in the good faith judgment of the Board of DirectorsDirectors of the Company, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by covering the Company cannot be deferred Registrable Securities (other than a registration statement filed pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereonSection 1.1(b)) would be required materially detrimental to be filed the Company, because such action would (1) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the SEC Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as part confidential; or (3) render the Company unable to comply with requirements under the Securities Act or the Exchange Act of 1934 (the “Exchange Act”), and the Board of Directors of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-QCompany concludes, as a result, that it is in the case may be, if best interests of the Company were then obligated to file defer the filing of such reports. Notwithstanding anything to the contrary contained in this Agreementregistration statement at such time, and (ii) the Company shall not be obligated promptly furnish to cause such Stockholders a registration statement previously filed pursuant hereto to become effective, and may suspend sales certificate signed by the Parties President and General Counsel, if any, of Registrable Securities under any registration the Company stating that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsDirectors of the Company, it reasonably believes 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 effectiveness best interests of the Company to defer the filing of such registration statement or statement, then (in addition to the offering limitations set forth in Section 1.1(c) above) the Company shall have the right to defer such filing for a period of securities pursuant thereto would materially adversely affect a pending or proposed acquisitionnot more than ninety (90) days after receipt of the request of the Stockholders; provided, mergerhowever, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect theretothat the Company shall not defer its obligation in this manner more than once in any twelve-month period; provided further that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Company to defer such filing or effectiveness shall be further confirmed by the Board of Directors at its next meeting, or, it is not so confirmed, such deferral, if still in effect, shall immediately terminate; provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating solely to employee benefit plans, a registration relating to the immediately preceding sentence 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. The Company shall promptly notify the Stockholders of the expiration of any period during which it exercised its rights under this Section 5.31.1(d). The Company agrees that, in the event it exercises its rights under this Section 1.1(d), it shall, prior to the expiration of the applicable deferral period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred registration statement.

Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, If (i) in the reasonable good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing availability of a registration statement by Registration Statement covering the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements Registrable Securities (or any required audit opinion thereonA) would be required materially detrimental to be filed with NewCo due to the SEC as part early disclosure of information relating to the Company's Annual Report on Form 10-K business, financial condition or Quarterly Report on Form 10-Q, as the case may be, if the Company were results of operation of NewCo that NewCo is not otherwise then obligated to file such reports. Notwithstanding anything disclose or (B) would put at material risk a then-contemplated primary offering by NewCo of NewCo Common Stock pursuant to the contrary contained in this Agreement, the Company shall not be obligated to cause a NewCo initiated registration statement (whether previously filed pursuant hereto or proposed to become effectivebe filed), (ii) the Board of Directors concludes, as a result, that it is in the best interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement at such time, and may suspend sales (iii) NewCo furnishes to IAC a certificate signed by the Parties Chairperson of Registrable Securities under any registration that has previously become effective, at any time whenthe Audit Committee of NewCo stating that, in the reasonable good faith judgment of the Board of Directors, it reasonably believes would be materially detrimental to NewCo for such Registration Statement to be filed or to be declared effective or available in the near future and that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisitionit is, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceedtherefore, in the aggregatebest interests of NewCo to defer the filing or suspend the effectiveness or availability of such Registration Statement, 120 then NewCo shall have the right, by written notice to IAC, to defer such filing or suspend the effectiveness or availability of such Registration Statement for a period of not more than seventy-five (75) days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions after receipt of the immediately preceding sentence, for more than 15 days after the abandonment Demand Notice (or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of such shorter period that the Board of Directors pursuant to the immediately preceding sentence of concludes in good faith is necessary); provided, however, that NewCo shall not defer its obligation in this Section 5.3manner more than twice in any twelve (12)-month period.

Deferral. Notwithstanding anything If a Lender shall have notified the Administrative Agent and the Borrower prior to the contrary contained a date of payment that its option shall be that set forth in this AgreementSection 4.2(c), defer payment of the Company shall not be obligated to prepare amount due as specified in such notice until the earlier of (1) the date which is one Business Day following the date on which such Lender shall, in its sole discretion, notify the Administrative Agent and filethe Borrower that such Event of Sovereign Risk is no longer in effect, or cause (2) the date (which date shall be not more than ninety (90) calendar days following the date on which the payment was originally due) on which such Lender shall notify the Administrative Agent and the Borrower that payment is to become effectivebe made in accordance with the procedure outlined in either Section 4.2(a) or (b) above, any registration statement as such Lender shall elect. If a payment obligation of the Borrower is so deferred pursuant to this Agreement at any time whenSection 4.2(c), then the period between the original payment date and the deferred date for payment determined in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed accordance with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding first sentence of this Section 5.34.2(c) (the “Deferred Payment Date”) shall be the “Sovereign Event Deferral Period”. If such Lender shall subsequently provide notice that the Borrower is to make payment as specified in (x) Section 4.2(c)(1) above or (y) Section 4.2(c)(2) above pursuant to an election to apply the mechanism set forth in Section 4.2(a) above (which subsequent notice shall specify the Dollar amount due on the Deferred Payment Date concerned), then the Borrower shall make payment in Dollars of all outstanding amounts due hereunder (including, without limitation, interest accrued during the Sovereign Event Deferral Period) on such Deferred Payment Date in accordance with the terms of this Agreement. Alternatively, if such Lender shall subsequently provide notice that the Borrower is to make payments pursuant to the mechanism set forth in Section 4.2(b) above (which subsequent notice shall specify the Dollar amount due on the Deferred Payment Date concerned, as well as the securities to be used for payment and the account in Argentina to which such securities are to be delivered), then the Borrower shall make payment of all outstanding amounts due hereunder (including, without limitation, interest accrued during the Sovereign Event Deferral Period) on such Deferred Payment Date in accordance with such Lender’s notice.

Deferral. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 3.1.2 hereof at any time when, in the good faith judgment of the Board of DirectorsBoard, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to file a registration statement, or cause a registration statement previously filed pursuant hereto to Section 3.1 to become effective, and may suspend sales by the Parties holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsBoard, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 180 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 days after the abandonment or 30 days after the consummation of any of the foregoing proposals or transactions ortransactions, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3unless invoked under new circumstances.

Deferral. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 3.1.2 at any time when, in the good faith judgment of the Board of DirectorsDirectors of the Company, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to file a registration statement, or cause a registration statement previously filed pursuant hereto to Section 3.1 to become effective, and may suspend sales by the Parties holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsDirectors of the Company, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided provided, however, that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 180 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 30 days after the abandonment or the consummation of any of the foregoing proposals or transactions ortransactions, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3unless invoked under new circumstances.

Deferral. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 13(a) hereof at any time when, in the good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC Commission as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to this Section 13 to become effective, and may suspend sales by the Parties Holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided PROVIDED that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 180 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company cannot be deferred, and the rights of holders Holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 days after the abandonment or 30 days after the consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the Board's determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.313(a)(5).

Deferral. Notwithstanding anything If a Lender shall have notified the Administrative Agent and the Borrower prior to the contrary contained a date of payment that its option shall be that set forth in this AgreementSection 4.2(c), defer payment of the Company shall not be obligated to prepare amount due as specified in such notice until the earlier of (1) the date which is one Business Day following the date on which such Lender shall, in its sole discretion, notify the Administrative Agent and filethe Borrower that such Event of Sovereign Risk is no longer in effect, or cause (2) the date (which date shall be not more than ninety (90) calendar days following the date on which the payment was originally due) on which such Lender shall notify the Administrative Agent and the Borrower that payment is to become effectivebe made in accordance with the procedure outlined in either Section 4.2(a) or (b) above, any registration statement as such Lender shall elect. If a payment obligation of the Borrower is so deferred pursuant to this Agreement at any time whenSection 4.2(c), then the period between the original payment date and the deferred date for payment determined in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed accordance with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding first sentence of this Section 5.34.2(c) (the "DEFERRED PAYMENT DATE") shall be the "SOVEREIGN EVENT DEFERRAL PERIOD", which shall also constitute an "Interest Period" for purposes of such Lender's Loan(s) and Note(s). If such Lender shall subsequently provide notice that the Borrower is to make payment as specified in (x) Section 4.2(c)(1) above or (y) Section 4.2(c)(2) above pursuant to an election to apply the mechanism set forth in Section 4.2(a) above (which subsequent notice shall specify the Dollar amount due on the Deferred Payment Date concerned), then the Borrower shall make payment in Dollars of all outstanding amounts due hereunder (including, without limitation, interest accrued during the Sovereign Event Deferral Period) on such Deferred Payment Date in accordance with the terms of this Agreement. Alternatively, if such Lender shall subsequently provide notice that the Borrower is to make payments pursuant to the mechanism set forth in Section 4.2(b) above (which subsequent notice shall specify the Dollar amount due on the Deferred Payment Date concerned, as well as the securities to be used for payment and the account in Argentina to which such securities are to be delivered), then the Borrower shall make payment of all outstanding amounts due hereunder (including, without limitation, interest accrued during the Sovereign Event Deferral Period) on such Deferred Payment Date in accordance with such Lender's notice.

Deferral. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 2 hereof at any time when, in the good faith judgment of the Board of DirectorsCompany, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company’s financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's ’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to file a registration statement, or cause a registration statement previously filed pursuant hereto to Section 2 to become effective, and may suspend sales by the Parties holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsCompany, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 180 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 days after the abandonment or 30 days after the consummation of any of the foregoing proposals or transactions ortransactions, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3unless invoked under new circumstances.

Deferral. Notwithstanding anything The Company shall be entitled to postpone the filing of any Demand Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2.1, delay a request for effectiveness of any such Demand Registration Statement, or suspend the use of any effective Demand Registration Statement under this Section 2.1, for a reasonable period of time, but not in excess of forty-five (45) days (a "DELAY PERIOD"), if the board of directors of the Company determines that, in its good faith judgment, the registration and distribution of the Registrable Securities covered or to be covered by such Demand Registration Statement would be materially detrimental to the contrary contained Company or would require the disclosure of material, non-public information by the Company in this Agreementthe Demand Registration Statement with respect to which the board of directors of the Company believes that the Company has a bona fide business purpose for preserving confidentiality, and the Company promptly gives the Initiating Holders a written certificate signed by an executive officer of the Company notifying such Holders of such determination and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive twelve (12) months shall not exceed the aggregate of ninety (90) days and (ii) a period of at least ninety (90) days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Demand Registration Statement, the Initiating Holders shall have the right to withdraw the Request Notice by giving written notice within forty-five (45) days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Registrations which the Company is obligated to effect pursuant to Section 2.1(b)). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all Delay Periods during such registration. The Company shall not be obligated entitled to prepare initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when(B) in the case of a delay arising as a result of the potential for premature disclosure of material information, in accordance with the good faith judgment of the Board of DirectorsCompany's policies from time to time in effect, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include forbid purchases and sales in the registration statement the financial statements open market by directors and executive officers of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may beduring such Delay Period. The filing Upon receipt of a registration statement by written notice from the Company cannot be deferred of a Delay Period, the Holders shall forthwith discontinue disposition of all Registrable Securities pursuant to the provisions Demand Registration Statement and suspend use of any prospectus forming a part thereof until the immediately preceding sentence beyond Company notifies the time Holders that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of Delay Period is no longer in effect, and, if so directed by the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if deliver to the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained all copies in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation their possession of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3such prospectus.

Deferral. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 3.1(b) or Section 3.5 hereof at any time when, in the good faith judgment of the Board of DirectorsBoard, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to file a registration statement, or cause a registration statement previously filed pursuant hereto to Section 3.1(b) or Section 3.5 to become effective, and may suspend sales by the Parties holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsBoard, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto, or would otherwise be materially detrimental to the Company and its shareholder; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 180 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 days after the abandonment or 30 days after the consummation of any of the foregoing proposals or transactions ortransactions, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3unless invoked under new circumstances.

Deferral. (i) Notwithstanding anything to the contrary contained in this Agreementforegoing, the Company shall not be obligated to prepare and fileeffect, or cause to become effectivetake any action to effect, any registration statement Registration pursuant to this Agreement at Clause 2.1: (1) if, within ten (10) days of the receipt of any time whenrequest of JOYY to Register any Registrable Securities under Clause 2.1(a) or Clause 2.1(b), the Company gives notice to JOYY of its bona fide intention to effect the filing for its own account of a Registration Statement of Ordinary Shares within sixty (60) days of receipt of that request; provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of receipt of that request; provided, further, that JOYY is entitled to join such Registration in accordance with Clause 2.2 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to Ordinary Shares other than an Exempt Registration; provided that JOYY is entitled to join such Registration in accordance with Clause 2.2; or (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction and except as may be required by the Securities Act. (ii) If, after receiving a request from JOYY pursuant to Clause 2.1(a) or Clause 2.1(b), the Company furnishes to JOYY a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board its board of Directorsdirectors, the filing thereof at the time requested or the effectiveness thereof after filing should it would be delayed materially detrimental to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) or its members for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required Registration Statement to be filed with in the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Qnear future, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not have the right to defer such filing for a period during which such filing would be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect theretodetrimental; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company canmay not be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, utilize this right for more than 15 ninety (90) days after the abandonment on any one occasion or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after once during any twelve (12) month period; provided, further, that the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3Company may not Register any other its securities during such period (except for Exempt Registrations).

Deferral. Notwithstanding anything to the contrary contained in this Agreementherein, the Company Holdings shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 3,1.2 at any time when, in the good faith judgment of the Board of DirectorsDirectors of Holdings, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company Holdings to include in the registration statement the Holdings’s financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company Holdings cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Holdings’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company Holdings were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company Holdings shall not be obligated to file a registration statement, or cause a registration statement previously filed pursuant hereto to Section 3.1 to become effective, and may suspend sales by the Parties holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsDirectors of Holdings, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided provided, however, that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 90 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company Holdings cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 30 days after the abandonment or the consummation of any of the foregoing proposals or transactions ortransactions, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3unless invoked under new circumstances.

Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may beforegoing, if the Company were then obligated CWM REIT shall furnish to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause CCR a registration statement previously filed pursuant hereto to become effective, and may suspend sales certificate signed by the Parties a duly authorized officer of Registrable Securities under any registration CWM REIT stating that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant of CWM REIT has, by duly authorized resolution, determined in good faith that, in light of the pendency of a Material Transaction (as defined below), it would be materially detrimental to CWM REIT and its shareholders for such registration statement to be filed and it is therefore in the best interest of CWM REIT to defer the filing of such registration statement, CWM REIT shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request for a Demand Registration. CCR acknowledges that it would be materially detrimental to CWM REIT and its shareholders for such registration statement to be filed and therefore in the best interest of CWM REIT to defer such filing if such filing would impose an undue burden upon the ability of CWM REIT to proceed with any reorganization, merger, consolidation or acquisition of the securities or assets of another firm or corporation or disposition of the securities or assets of CWM REIT or a public offering by CWM REIT of common stock or other securities of CWM REIT registered under the Act which, in each case, is material to CWM REIT (a "Material Transaction"). If CWM REIT shall have delivered the certificate referred to above and thereafter (if applicable) shall have entered into a definitive agreement or filed a registration statement or a proxy statement in connection with a Material Transaction, CWM REIT shall, upon written notice to CCR, have the right to defer the filing of the registration statement requested to be filed by CCR but in no event for longer than sixty (60) days from the expiration of the initial ninety (90) day extension period referred to above as is reasonably necessary to enable CWM REIT to satisfy its disclosure obligations under the Act in such registration statement with respect to the immediately preceding sentence of this Section 5.3Material Transaction.

Deferral. Notwithstanding anything to the contrary contained any other provision of this Article III, in this Agreementconnection with any Offering, if the Company shall not be obligated furnish to prepare and file, Selling Holders a certificate signed by the Chairman of the Board or cause to become effective, any registration statement pursuant to this Agreement at any time when, the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should Chief Executive Officer it would be delayed (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of significance to permit the Company) significantly disadvantageous (a "Disadvantageous Condition") to the Company and its shareholders for any Registration Statement and/or Hong Kong Filing to include in the registration statement the financial statements of the Company be maintained effective, to be filed and become effective, or to be made (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by ), the Company cannot shall be deferred pursuant entitled to the provisions of the immediately preceding sentence beyond the time that cause such financial statements (or any required audit opinion thereon) would be required Registration Statement and/or Hong Kong Filing to be withdrawn and the effectiveness of such Registration Statement and/or Hong Kong Filing to be terminated, or, in the event no Registration Statement or Hong Kong Filing has yet been filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, made (as the case may be), if the Company were then obligated shall be entitled not to file any such reports. Notwithstanding anything to the contrary contained in this AgreementRegistration Statement and/or make any such Hong Kong Filing, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, until in the good faith judgment of the Board or the Chief Executive Officer such Disadvantageous Condition no longer exists (notice of Directorswhich the Company shall promptly deliver to the Selling Holders). Upon receipt of any such notice of a Disadvantageous Condition, it reasonably believes that any Selling Holder shall forthwith discontinue use of the effectiveness Prospectus contained in any such Registration Statement and/or any other documents filed or prepared in relation to any Hong Kong Filing ("Hong Kong Relevant Documents") and, if so directed by the Company, any such Selling Holder shall deliver to the Company all copies, other than permanent file copies then in such Selling Holder's possession, of the Prospectus or any Hong Kong Relevant Documents then covering such Registrable Securities current at the time of receipt of such registration statement notice, and, in the event no Registration Statement and/or Hong Kong Filing has yet been filed or made, all drafts of the offering Prospectus or any Hong Kong Relevant Documents covering such Registrable Securities. To the extent that any Disadvantageous Condition arises out of securities pursuant thereto would materially adversely affect a pending circumstances within the Company's control, the Company shall use its reasonable commercial efforts to complete any such acquisition or proposed acquisition, merger, recapitalization, consolidation, reorganization financing activity or similar transaction or negotiations, discussions or pending proposals with respect theretootherwise remove such Disadvantageous Condition as promptly as reasonably practical; provided that deferrals such action shall not impair the Company's ability to resolve such Disadvantageous Condition on a basis advantageous to the Company. Upon termination of such Disadvantageous Condition, the Company shall use its reasonable commercial efforts to file or make such Registration Statement and/or Hong Kong Filing as promptly as practicable. The Company shall have the right to defer any filing pursuant to this sentence shall Section 3.04(f) for a period of not exceedmore than one hundred and eighty (180) days; provided, in however, that the aggregate, 120 days Company may not utilize this right more than once in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3twelve (12)-month period.

Deferral. Notwithstanding anything to The Company may defer the contrary contained in this Agreementfiling of a Demand Registration until a date not later than one hundred eighty (180) days after the Required Filing Date (or, if longer, one hundred eighty (180) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company shall or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be obligated required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially adverse to prepare the Company and fileits stockholders, or cause (ii) prior to become effectivereceiving the Demand Request, any the Board of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Agreement at any time whenSection 1.3 shall be lifted, and the requested registration statement shall be filed within 30 days of such lifting of the deferral, if, in the good faith judgment case of a deferral pursuant to clause (i) of the Board of Directorspreceding sentence, the filing thereof at the time requested negotiations or the effectiveness thereof after filing should be delayed to permit the Company to include other activities are disclosed or terminated, or, in the registration statement the financial statements case of a deferral pursuant to clause (ii) of the Company (and any required audit opinion thereon) preceding sentence, the proposed registration for the then immediately preceding fiscal year Company's account is abandoned or fiscal quarter, as delayed by the case may beCompany. The In order to defer the filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this AgreementSection 1.3, the Company shall not be obligated promptly (but in any event within ten (10) days), upon determining to cause seek such deferral, deliver to the Purchaser a registration statement previously filed pursuant hereto to become effective, and may suspend sales certificate signed by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment an executive officer of the Board of Directors, it reasonably believes Company stating that the effectiveness of Company is deferring such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals filing pursuant to this sentence shall not exceedSection 1.3 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto Purchaser may withdraw such Demand Request by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant giving notice to the provisions of Company; if withdrawn, the immediately preceding sentence, Demand Request shall be deemed not to have been made for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence all purposes of this Section 5.3Agreement.

Deferral. Notwithstanding anything to the contrary contained in this Agreementherein, the Company Issuers shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 1(a) at any time when, in the good faith judgment of the Company's Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC Commission as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company Issuers shall not be obligated to cause a registration statement previously filed pursuant hereto to this Section 1(a) to become effective, and may suspend sales by the Parties Holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Company's Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 90 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company cannot be deferred, and the rights of holders Holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 days after the abandonment or 30 days after the consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Company's Board of Directors Directors' determination pursuant to the immediately preceding sentence of this Section 5.31(a)(5). In no event shall the Holders be entitled to request a Demand Registration (i) within 180 days from the effectiveness of a registration statement filed pursuant to the exercise of a Demand Registration Statement or (ii) within 60 days of the filing of any registration statement by the Company under which the Holders would be entitled to piggy-back registration rights hereunder.

Deferral. Notwithstanding anything to the contrary contained in this Agreementforegoing, (i) the Company shall not be obligated to prepare register or qualify Registrable Securities for sale and filedistribution pursuant to this Section 2: (a) if, or within ten (10) days of the receipt of the Investor’s request to register any Registrable Securities under Section 2, the Company gives notice to the Investor of its bona fide intention to effect the filing for its own account of a registration statement of Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its best efforts to cause that registration statement to become effectiveeffective within sixty (60) days of the initial filing; provided, further, that the Investor is entitled to join such registration subject to Section 3 of this Schedule; (b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any registration statement pertaining to Ordinary Shares of the Company filed pursuant to this Agreement at Schedule, including without limitation Section 3 of this Schedule; or (iii) in any time whenparticular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting the proposed registration or qualification, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, and (ii) if the Company shall furnish to the Investor pursuant to this Section 2, a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board of DirectorsBoard, the filing thereof at the time requested or the effectiveness thereof after filing should it would be delayed materially detrimental to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) its shareholders for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with at such time, then the SEC as part Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Qrequest of the Investor; provided, as however, that the case ​ ​ ​ Company may benot utilize this right more than once in any twelve (12) month period; provided further, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, that the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties register any other of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of its Ordinary Shares during such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence twelve- (12-) month period. A demand right shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a be deemed to have been exercised until such deferred registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3shall have been effected.

Deferral. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 13(a) hereof at any time when, in the good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company's financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement state- ment by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC Commission as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10l0-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to this Section 13 to become effective, and may suspend sales by the Parties Holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company cannot be deferred, and the rights of holders Holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the Board's determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.31(a)(5).

Deferral. Notwithstanding anything to the contrary contained in this AgreementSection 1(a), the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement Section 1(a) hereof at any time when, in the good faith judgment of the its Board of Directors, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the Company’s financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC Commission as part of the Company's ’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreementherein, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to this Section 1(a) to become effective, and may suspend sales by the Parties Holders of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the its Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 ninety (90) days in any calendar year365-day period. The filing of a registration statement, or any amendment or supplement thereto thereto, by the Company cannot be deferred, and the rights of holders Holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, sentence for more than 15 fifteen (15) days after the abandonment or thirty (30) days after the consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 thirty (30) days after the date of the Board’s determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.31(a)(5).

Deferral. Notwithstanding anything to the contrary contained in this Agreementforegoing, (i) the Company shall not be obligated to prepare register or qualify Registrable Securities for sale and filedistribution pursuant to this Section 2: (a) if, or within ten (10) days of the receipt of the Investor’s request to register any Registrable Securities under Section 2, the Company gives notice to the Investor of its bona fide intention to effect the filing for its own account of a registration statement of Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its best efforts to cause that registration statement to become effectiveeffective within sixty (60) days of the initial filing; provided, further, that the Investor is entitled to join such registration subject to Section 3 of this Schedule; (b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any registration statement pertaining to Ordinary Shares of the Company filed pursuant to this Agreement at Schedule, including without limitation Section 3 of this Schedule; or (iii) in any time whenparticular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting the proposed registration or qualification, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, and (ii) if the Company shall furnish to the Investor pursuant to this Section 2, a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board of DirectorsBoard, the filing thereof at the time requested or the effectiveness thereof after filing should it would be delayed materially detrimental to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) its shareholders for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with at such time, then the SEC as part Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Qrequest of the Investor; provided, as the case may behowever, if that the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained may not utilize this right more than once in this Agreementany twelve (12) month period; provided further, that the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties register any other of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of its Ordinary Shares during such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence twelve- (12-) month period. A demand right shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a be deemed to have been exercised until such deferred registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3shall have been effected.

Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to prepare and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, If (i) in the good faith judgment of the Board of DirectorsDirectors of the Company, the filing thereof at the time requested or the effectiveness thereof after filing should be delayed to permit the Company to include in the registration statement the financial statements of the Company (and any required audit opinion thereon) for the then immediately preceding fiscal year or fiscal quarter, as the case may be. The filing of a registration statement by covering the Company cannot be deferred Registrable Securities (other than a registration statement filed pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereonSection 1.1(b)) would be required materially detrimental to be filed the Company, because such action would (1) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the SEC Company; (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as part confidential; or (3) render the Company unable to comply with requirements under the Securities Act or the Exchange Act of 1934 (the "Exchange Act"), and the Board of Directors of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-QCompany concludes, as a result, that it is in the case may be, if best interests of the Company were then obligated to file defer the filing of such reports. Notwithstanding anything to the contrary contained in this Agreementregistration statement at such time, and (ii) the Company shall not be obligated promptly furnish to cause such Stockholders a registration statement previously filed pursuant hereto to become effective, and may suspend sales certificate signed by the Parties President and General Counsel, if any, of Registrable Securities under any registration the Company stating that has previously become effective, at any time when, in the good faith judgment of the Board of DirectorsDirectors of the Company, it reasonably believes 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 effectiveness best interests of the Company to defer the filing of such registration statement or statement, then (in addition to the offering limitations set forth in Section 1.1(c) above) the Company shall have the right to defer such filing for a period of securities pursuant thereto would materially adversely affect a pending or proposed acquisitionnot more than ninety (90) days after receipt of the request of the Stockholders; provided, mergerhowever, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect theretothat the Company shall not defer its obligation in this manner more than once in any twelve-month period; provided further that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Company to defer such filing or effectiveness shall be further confirmed by the Board of Directors at its next meeting, or, it is not so confirmed, such deferral, if still in effect, shall immediately terminate; provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating solely to employee benefit plans, a registration relating to the immediately preceding sentence 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. The Company shall promptly notify the Stockholders of the expiration of any period during which it exercised its rights under this Section 5.31.1(d). The Company agrees that, in the event it exercises its rights under this Section 1.1(d), it shall, prior to the expiration of the applicable deferral period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred registration statement.

Deferral. Notwithstanding anything the foregoing, if AEC shall furnish to the contrary contained Purchaser in this Agreementresponse to the Purchaser's request for a Demand Registration a certificate signed by the Chairman, the Company shall not be obligated to prepare President and file, or cause to become effective, any registration statement pursuant to this Agreement at any time when, in the good faith judgment Chief Executive Offer of AEC stating that the Board of DirectorsDirectors of AEC has, by duly authorized resolution, determined in good faith that it would be seriously detrimental to AEC and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing thereof at of such registration statement, AEC shall have the time requested right to defer such filing for a period of not more than ninety (90) days after receipt of the request for a Demand Registration. The Purchaser acknowledges that it would be seriously detrimental to AEC and its shareholders for such registration statement to be filed and therefore essential to defer such filing if, among other things, such filing would impose an undue burden upon the ability of AEC to proceed with any reorganization, merger, consolidation or acquisition of the effectiveness thereof after securities or assets of another firm or corporation or disposition of the securities or assets of AEC or a public offering by AEC of Common Stock or other securities of AEC registered under the Securities Act which, in each case, is material to AEC (a "Material Transaction"). If AEC shall have delivered the certificate referred to above and thereafter shall have entered into a definitive agreement or filed a registration statement or a proxy statement in connection with a Material Transaction, AEC shall, upon written notice to the Purchaser, have the right to defer the filing should be delayed to permit the Company to include in of the registration statement requested to be filed by the financial statements Purchaser for whatever additional time period (but in no event longer than forty-five (45) days) from the expiration of the Company initial ninety (and any required audit opinion thereon) for 90)-day extension period referred to above as is reasonably necessary to enable AEC to satisfy its disclosure obligations under the then immediately preceding fiscal year or fiscal quarter, as Securities Act in such registration statement with respect to the case Material Transaction. AEC may be. The not utilize this rigt to defer the filing of a registration statement by the Company cannot be deferred pursuant to the provisions of the immediately preceding sentence beyond the time that such financial statements (or any required audit opinion thereon) would be required to be filed with the SEC as part of the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, if the Company were then obligated to file such reports. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to cause a registration statement previously filed pursuant hereto to become effective, and may suspend sales by the Parties of Registrable Securities under any registration that has previously become effective, at any time when, in the good faith judgment of the Board of Directors, it reasonably believes that the effectiveness of such registration statement or the offering of securities pursuant thereto would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization or similar transaction or negotiations, discussions or pending proposals with respect thereto; provided that deferrals pursuant to this sentence shall not exceed, in the aggregate, 120 days more than once in any calendar year. The filing of a registration statement, or any amendment or supplement thereto by the Company cannot be deferred, and the rights of holders of Registrable Securities to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the immediately preceding sentence, for more than 15 days after the abandonment or consummation of any of the foregoing proposals or transactions or, in any event, for more than 30 days after the date of the determination of the Board of Directors pursuant to the immediately preceding sentence of this Section 5.3twelve (12)-month period.