Common use of Postponements Clause in Contracts

Postponements. (a) If the Issuers shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement to be filed pursuant to a request for registration under Section 3 hereof (whether or not pursuant to Section 9(b)), the Holders requesting such registration shall have the right to withdraw the request for registration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that the Holders that have not elected to withdraw do not hold the requisite percentage or amount of Notes to initiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Issuers within 20 days after, in the case of a request pursuant to Section 3 hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (A) of Section 6(f)(i) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Issuers, or, if, as of such ninetieth day, the Issuers do not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers from their independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 hereof. (b) The Issuers shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time in any 12-month period) when either of the Issuers, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of such Issuer’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require the disclosure of material non-public information that, in the good faith judgment of such Issuer’s Board of Directors, individually or in the aggregate, would have a material adverse effect on such Issuer and its subsidiaries taken as a whole. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 90 days after the date of the Board’s determination referenced in the preceding sentence. If any Issuer suspends the sellers’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. (a) If Without limiting any other rights of the Issuers Holders under this Agreement, if the Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement to be filed pursuant to a request for registration under Section 3 hereof 2(a) or under Section 3(a) hereof, (whether or not pursuant i) any Holder whose Registrable Table of Contents Common Stock was to Section 9(b)), the Holders requesting be included in such registration shall have the right to withdraw such request and (ii) the Holders requesting registration shall have the right to withdraw such request for to file a registration statement if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that and only if the Holders that have not elected to withdraw do not hold beneficially own, in the requisite aggregate, less than the percentage or amount of Notes shares of Registrable Common Stock required to initiate a request under Section 32(a) or under Section 3(a), as the case may be. Any such withdrawal shall be made by giving written notice to the Issuers Company within 20 twenty (20) days afterafter the Shelf Filing Date, or, in the case of a request pursuant to Section 3 3(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission SEC under clause (Ai) of Section 6(f)(i6(a) hereof (i.e., 20 twenty (20) days after the date that is 90 ninety (90) days after the conclusion date of the period within which requests for registration may be given to the Issuersrelevant Initiating Request, or, if, as of such ninetieth day, the Issuers do Company does not have the audited financial statements required to be included in the registration statement, 30 thirty (30) days after the receipt by the Issuers Company from their its independent public accountants of such audited financial statements). In the event of such withdrawala withdrawal described in clause (ii) of this Section 9(a), the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 2(a) or 3(a) hereof, as the case may be. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a). (b) The Issuers Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s rights ability to make sales pursuant to any effective registration statementuse a prospectus, at any time (but not to exceed one time in any twelve- (12-) month period) when either of the IssuersCompany, in the good faith judgment of its Board of Directors, reasonably believes that (i) the filing continuation of the registration process thereof at the time requested, or the offering of securities pursuant thereto, requested would adversely affect a pending or proposed Public Offering of such Issuer’s securities, a material financing, financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require (ii) the disclosure of material non-public information thatregistration statement and any prospectus would, in the good faith judgment of such IssuerCompany’s Board of Directorsjudgment, individually or in the aggregate, would have contain a material adverse effect on such Issuer and its subsidiaries taken misstatement of fact or omission as a wholeresult of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence sentence, (x) in the case of clause (i) above, for more than 10 ten days after the abandonment or consummation of any of the foregoing proposals or transactions set forth in such clause (i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its judgment, that the registration statement and any prospectus would contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing; provided that the Company will use commercially reasonable efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) as soon as practicable such that the registration statement and prospectus will not contain a material misstatement of fact or omission, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than 90 one hundred twenty (120) days after the date of the BoardBoard of Directors’ determination; provided that the Company may not suspend any Selling Holder’s determination referenced ability to use a prospectus pursuant to this Section 9(b) (including but not limited to as set forth in Section 6(g)) for more than an aggregate of one hundred twenty (120) days in any three hundred sixty five- (365) day period. The Company shall give notice to the preceding sentenceSelling Holders that the registration process has been suspended and upon notice duly given Table of Contents pursuant to Section 19(f) hereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If any Issuer the Company suspends the sellersSelling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. (a) If Without limiting any other rights of the Issuers Holders under this Agreement, if the Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request within the time period specified by this Agreement any registration statement to be filed pursuant to a request for registration under Section 3 hereof 2(a) or 2(i) hereof, (whether or not pursuant i) any Selling Holder whose Registrable Common Stock was to Section 9(b)), the Holders requesting be included in such registration shall have the right to withdraw such request and (ii) the Selling Holders requesting registration shall have the right to withdraw such request for to file a registration statement if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that and only if the Selling Holders that have not elected to withdraw do not hold beneficially own, in the requisite aggregate, less than the percentage or amount of Notes shares of Registrable Common Stock required to initiate a request under Section 32(a), if applicable. Any such withdrawal shall be made by giving written notice to the Issuers Company within 20 days after, in the case of a request pursuant to Section 3 hereof, after the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (Ai) of Section 6(f)(i5(a) hereof (i.e., 20 days after the date that is 90 days after the conclusion date of the period within which requests for registration may be given to the Issuersrelevant Initiating Request or Form S-3 Request, or, if, as of such ninetieth day, the Issuers do Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers Company from their its independent public accountants of such audited financial statements). In the event of such withdrawala withdrawal described in clause (ii) of this Section 8(a), the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 3 2(a) hereof. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 8(a). (b) The Issuers Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s rights ability to make sales pursuant to any effective registration statementuse a prospectus, at any time (but not to exceed one time in any 12twelve-month period) when either of the IssuersCompany, in the good faith judgment of its Board of Directors, reasonably believes that (i) the filing continuation of the registration process thereof at the time requested, or the offering of securities pursuant thereto, requested would adversely affect a pending or proposed Public Offering of such Issuer’s securities, a material financing, financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require (ii) the disclosure of material non-public information thatregistration statement and any prospectus would, in the good faith judgment of such IssuerCompany’s Board of Directorsjudgment, individually or in the aggregate, would have contain a material adverse effect on such Issuer and its subsidiaries taken misstatement of fact or omission as a wholeresult of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence sentence, (x) in the case of clause (i) above, for more than 10 ten days after the abandonment or consummation of any of the foregoing proposals or transactions set forth in such clause (i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its judgment, that the registration statement and any prospectus would contain a material misstatement of fact or (ii) omission as a result of an event that has occurred or is continuing; provided that the Company will use its commercially reasonable efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) as soon as practicable such that the registration statement and prospectus will not contain a material misstatement of fact or omission, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than 90 120 days after the date of the BoardBoard of Directors’ determination; provided that the Company may not suspend any Selling Holder’s determination referenced ability to use a prospectus pursuant to this Section 8(b) (including but not limited to as set forth in Section 5(g)) for more than an aggregate of 120 days in any 365-day period. The Company shall give notice to the preceding sentenceSelling Holders that the registration process has been suspended and upon notice duly given pursuant to Section 18(f) hereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If any Issuer the Company suspends the sellersSelling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. (a) If the Issuers Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement to be filed pursuant to a request for registration under Section 3 hereof (whether or not pursuant to Section 9(b))3(a) hereof, the Holders requesting such registration shall have the right to withdraw the request for registration if such withdrawal shall be made by Holders of Notes Common Stock (excluding Management Holders) holding an aggregate principal amount of Notes Common Stock such that the Holders (excluding Management Holders) that have not elected to withdraw do not hold the requisite percentage or amount of Notes shares of Common Stock to initiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Issuers Company within 20 days after, in the case of a request pursuant to Section 3 3(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (Ai) of Section 6(f)(i6 (a) hereof (i.e.I.E., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the IssuersCompany, or, if, as of such ninetieth day, the Issuers do Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers Company from their its independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Issuers Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s 's rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time in any 12twelve-month period) when either of the IssuersCompany, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of such Issuer’s the Company's securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require the disclosure of material non-public information that, in the good faith judgment of such Issuer’s Board of Directors, individually or in the aggregate, would have a material adverse effect on such Issuer and its subsidiaries taken as a wholethereto. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers Company cannot be deferred, and the Selling Holders’ ' rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 10 ten days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 90 120 days after the date of the Board’s 's determination referenced in the preceding sentence. If any Issuer the Company suspends the sellers’ ' rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. (a) If Without limiting any other rights of the Issuers Holders under this Agreement, if the Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement to be filed pursuant to a request for registration under Section 3 hereof 2(a) or under Section 3(a) hereof, (whether or not pursuant i) any Holder whose Registrable Common Stock was to Section 9(b)), the Holders requesting be included in such registration shall have the right to withdraw the such request for registration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that and (ii) the Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the Holders (excluding Management Holders) that have not elected to withdraw do not hold beneficially own, in the requisite aggregate, less than the percentage or amount of Notes shares of Registrable Common Stock required to initiate a request under Section 32(a) or under Section 3(a), as the case may be. Any such withdrawal shall be made by giving written notice to the Issuers Company within 20 twenty (20) days afterafter the Shelf Filing Date, or, in the case of a request pursuant to Section 3 3(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (Ai) of Section 6(f)(i6(a) hereof (i.e., 20 twenty (20) days after the date that is 90 ninety (90) days after the conclusion date of the period within which requests for registration may be given to the Issuersrelevant Initiating Request, or, if, as of such ninetieth day, the Issuers do Company does not have the audited financial statements required to be included in the registration statement, 30 thirty (30) days after the receipt by the Issuers Company from their its independent public accountants of such audited financial statements). In the event of such withdrawala withdrawal described in clause (ii) of this Section 9(a), the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 2(a) or 3(a) hereof, as the case may be. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a). (b) The Issuers Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s rights ability to make sales pursuant to any effective registration statementuse a prospectus, at any time (but not to exceed one time in any twelve- (12-) month period) when either of the IssuersCompany, in the good faith judgment of its Board of Directors, reasonably believes that (i) the filing continuation of the registration process thereof at the time requested, or the offering of securities pursuant thereto, requested would adversely affect a pending or proposed Public Offering of such Issuer’s securities, a material financing, financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require (ii) the disclosure of material non-public information thatregistration statement and any prospectus would, in the good faith judgment of such IssuerCompany’s Board of Directorsjudgment, individually or in the aggregate, would have contain a material adverse effect on such Issuer and its subsidiaries taken misstatement of fact or omission as a wholeresult of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence sentence, (x) in the case of clause (i) above, for more than 10 ten days after the abandonment or consummation of any of the foregoing proposals or transactions set forth in such clause (i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its judgment, that the registration statement and any prospectus would contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing; provided that the Company will use its reasonable best efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) as soon as practicable such that the registration statement and prospectus will not contain a material misstatement of fact or omission, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than 90 one hundred twenty (120) days after the date of the BoardBoard of Directors’ determination; provided that the Company may not suspend any Selling Holder’s determination referenced ability to use a prospectus pursuant to this Section 9(b) (including but not limited to as set forth in Section 6(g)) for more than an aggregate of one hundred twenty (120) days in any three hundred sixty five- (365) day period. The Company shall give notice to the preceding sentenceSelling Holders that the registration process has been suspended and upon notice duly given pursuant to Section 20(f) hereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If any Issuer the Company suspends the sellersSelling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. (a) If the Issuers Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement to be filed pursuant to a request for registration under Section 3 hereof (whether or not pursuant to Section 9(b))2(a) hereof, the Holders requesting such registration shall have the right to withdraw the request for registration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes Common Stock such that the Holders that have not elected to withdraw do not hold the requisite percentage or amount of Notes shares of Registrable Common Stock to initiate a request under Section 32(a) hereof. Any such withdrawal shall be made by giving written notice to the Issuers Company within 20 days after, in the case of a request pursuant to Section 3 2(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (Ai) of Section 6(f)(i5(a) hereof (i.e.I.E., 20 days after the date that is 90 60 days after the conclusion of the period within which requests for registration may be given to the IssuersCompany, or, if, as of such ninetieth sixtieth day, the Issuers do Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers Company from their its independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 2 hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this paragraph. (b) The Issuers Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s seller's rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time in any 12-month period) when either of the IssuersCompany, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering public offering of such Issuer’s the Company's securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require the disclosure of material non-public information that, in the good faith judgment of such Issuer’s Board of Directors, individually or in the aggregate, would have a material adverse effect on such Issuer and its subsidiaries taken as a wholethereto. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers Company cannot be deferred, and the Selling Holders’ sellers' rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 10 ten days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 90 60 days after the date of the Board’s Board of Directors' determination referenced in the preceding sentence. If any Issuer the Company suspends the sellers’ ' rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. Following delivery of a Form F-3 Demand by DDJ, the Company may postpone for up to forty-five (a45) If days the Issuers filing or effectiveness of a registration statement effected pursuant to this Section if in the good faith judgment of the board of directors of the Company, the filing or effectiveness of a registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 demand shall fail be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or delay filing for more than 90 days after receipt of any Initiating Request any have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be filed pursuant to a request for registration under Demand Requests as described in Section 3 2 hereof (whether or not pursuant to Section 9(b)), the Holders requesting such registration and DDJ shall have the right to withdraw request an unlimited number of Form F-3 Demands. Notwithstanding the request for registration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that the Holders that have not elected to withdraw do not hold the requisite percentage or amount of Notes to initiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Issuers within 20 days after, in the case of a request pursuant to Section 3 hereofforegoing, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (A) of Section 6(f)(i) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Issuers, or, if, as of such ninetieth day, the Issuers do not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers from their independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 hereof. (b) The Issuers Company shall not be obligated to file any more than one (1) registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales statement on Form F-3 pursuant to any effective registration statement, at any time (but not to exceed one time this Section 3 in any 12-given six (6) month period) when either of the Issuers, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of such Issuer’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require the disclosure of material non-public information that, in the good faith judgment of such Issuer’s Board of Directors, individually or in the aggregate, would have a material adverse effect on such Issuer and its subsidiaries taken as a whole. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 90 days after the date of the Board’s determination referenced in the preceding sentence. If any Issuer suspends the sellers’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. (a) If Without limiting any other rights of the Issuers Holders under this Agreement, if the Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request within the time period specified by this Agreement any registration statement to be filed pursuant to a request for registration under Section 3 hereof 2(a) or 2(i) hereof, (whether or not pursuant i) any Selling Holder whose Registrable Common Stock was to Section 9(b)), the Holders requesting be included in such registration shall have the right to withdraw such request and (ii) the Selling Holders requesting registration shall have the right to withdraw such request for to file a registration statement if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that and only if the Selling Holders that have not elected to withdraw do not hold beneficially own, in the requisite aggregate, less than the percentage or amount of Notes shares of Registrable Common Stock required to initiate a request under Section 32(a), if applicable. Any such withdrawal shall be made by giving written notice to the Issuers Company within 20 days after, in the case of a request pursuant to Section 3 hereof, after the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (Ai) of Section 6(f)(i5(a) hereof (i.e., 20 days after the date that is 90 days after the conclusion date of the period within which requests for registration may be given to the Issuersrelevant Initiating Request or Form S-3 Request, or, if, as of such ninetieth day, the Issuers do Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers Company from their its independent public accountants of such audited financial statements). In the event of such withdrawala withdrawal described in clause (ii) of this Section 8(a), the request for registration shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant to Section 3 2(a) hereof. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 8(a). (b) The Issuers Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s rights ability to make sales pursuant to any effective registration statementuse a prospectus, at any time (but not to exceed one time in any 12twelve-month period) when either of the IssuersCompany, in the good faith judgment of its Board of Directors, reasonably believes that (i) the filing continuation of the registration process thereof at the time requested, or the offering of securities pursuant thereto, requested would adversely affect a pending or proposed Public Offering of such Issuer’s securities, a material financing, financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require (ii) the disclosure of material non-public information thatregistration statement and any prospectus would, in the good faith judgment of such IssuerCompany’s Board of Directorsjudgment, individually or in the aggregate, would have contain a material adverse effect on such Issuer and its subsidiaries taken misstatement of fact or omission as a wholeresult of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence sentence, (x) in the case of clause (i) above, for more than 10 ten days after the abandonment or consummation of any of the foregoing proposals or transactions set forth in such clause (i), (y) in the case of clause (ii) above, following such time as the Company no longer believes, in its judgment, that the registration statement and any prospectus would contain a material misstatement of fact or omission as a result of an event that has occurred or is continuing; provided that the Company will use its commercially reasonable efforts to update the disclosure in such registration statement and prospectus (whether by amendment or by incorporation by reference) as soon as practicable such that the registration statement and prospectus will not contain a material misstatement of fact or omission, or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than 90 120 days after the date of the BoardBoard of Directors’ determination; provided that the Company may not suspend any Selling Holder’s determination referenced ability to use a prospectus pursuant to this Section 8(b) (including but not limited to as set forth in Section 5(g)) for more than an aggregate of 120 days in any 365-day period. The Company shall give notice to the preceding sentenceSelling Holders that the registration process has been suspended and upon notice duly given pursuant to Section 18(f) hereof, each Selling Holder agrees not to sell any Registrable Common Stock pursuant to any registration statement until such Selling Holder’s receipt of copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall not specify the nature of the event giving rise to a suspension in any notice to the Selling Holders of the existence of such a suspension. If any Issuer the Company suspends the sellersSelling Holders’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. (a) If Without limiting any other rights of the Issuers Holders under this Agreement, if the Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement to be filed pursuant to a request for registration under Section 3 2(a) or under Section 3(a) hereof within the time limits required hereunder, (whether or not pursuant i) any Holder whose Registrable Common Stock was to Section 9(b)), the Holders requesting be included in such registration shall have the right to withdraw the such request for registration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that and (ii) the Holders requesting registration shall have the right to withdraw such request to file a registration statement if and only if the Holders (excluding Management Holders) that have not elected to withdraw do not hold beneficially own, in the requisite aggregate, less than the percentage or amount of Notes shares of Registrable Common Stock required to initiate a request under Section 32(a) or under Section 3(a), as the case may be. Any such withdrawal shall be made by giving written notice to the Issuers Company within 20 twenty (20) days afterafter the Shelf Filing Date (or, if, as of such date, the Company does not have the audited financial statements required to be included in the registration statement, thirty (30) days after the receipt by the Company from its independent public accountants of such audited financial statements), or, in the case of a request pursuant to Section 3 3(a) hereof, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (Ai) of Section 6(f)(i6(a) hereof (i.e., 20 twenty (20) days after the date that is 90 ninety (90) days after the conclusion date of the period within which requests for registration may be given to the Issuersrelevant Initiating Request, or, if, as of such ninetieth day, the Issuers do Company does not have the audited financial statements required to be included in the registration statement, 30 thirty (30) days after the receipt by the Issuers Company from their its independent public accountants of such audited financial statements). In the event of such withdrawala withdrawal described in clause (ii) of this Section 9(a), the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 2(a) or 3(a) hereof, as the case may be. The Company shall pay all Expenses incurred in connection with any withdrawal described in clauses (i) and (ii) of this Section 9(a). (b) The Issuers Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend the registration process and/or any Selling Holder’s rights ability to make sales pursuant to any effective registration statementuse a prospectus, at any time (but not to exceed one time in any twelve- (12-) month period) when either of the IssuersCompany, in the good faith judgment of its Board of Directors, reasonably believes that (i) the filing continuation of the registration process thereof at the time requested, or the offering of securities pursuant thereto, requested would adversely affect a pending or proposed Public Offering of such Issuer’s securities, a material financing, financing or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require (ii) the disclosure of material non-public information thatregistration statement and any prospectus would, in the good faith judgment of such IssuerCompany’s Board of Directorsjudgment, individually or in the aggregate, would have contain a material adverse effect on such Issuer and its subsidiaries taken misstatement of fact or omission as a wholeresult of an event that has occurred or is continuing. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers Company cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 90 days after the date of the Board’s determination referenced in the preceding sentence. If any Issuer suspends the sellers’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.,

Postponements. Following delivery of a Form F-3 Demand by a Requesting Holder, the Company may postpone for up to forty-five (a45) If days the Issuers filing or effectiveness of a Form F-3 registration statement effected pursuant to this Section 2 if in the good faith judgment of the board of directors of the Company, the filing or effectiveness of a Form F-3 registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 Demand shall fail be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the public (other than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or delay filing for more than 90 days after receipt of any Initiating Request any have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be filed pursuant to Demand Requests as described in Section 1 hereof and a request for registration under Section 3 hereof (whether or not pursuant to Section 9(b)), the Holders requesting such registration Requesting Holder shall have the right to withdraw request an unlimited number of Form F-3 Demands. Notwithstanding the request for registration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that the Holders that have not elected to withdraw do not hold the requisite percentage or amount of Notes to initiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Issuers within 20 days after, in the case of a request pursuant to Section 3 hereofforegoing, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (A) of Section 6(f)(i) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Issuers, or, if, as of such ninetieth day, the Issuers do not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers from their independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 hereof. (b) The Issuers Company shall not be obligated to file any more than one (1) registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales statement on Form F-3 pursuant to any effective registration statement, at any time (but not to exceed one time this Section 2 in any 12-given six (6) month period) when either of the Issuers, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of such Issuer’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require the disclosure of material non-public information that, in the good faith judgment of such Issuer’s Board of Directors, individually or in the aggregate, would have a material adverse effect on such Issuer and its subsidiaries taken as a whole. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 90 days after the date of the Board’s determination referenced in the preceding sentence. If any Issuer suspends the sellers’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. (a) If the Issuers Company shall fail to file or delay filing for more than 90 days after receipt of any Initiating Request any registration statement required to be filed pursuant to a request for registration under Section 3 hereof (whether or not pursuant to Section 9(b))2(a) hereof, the Holders Initiating Holder or Initiating Holder Group requesting such registration shall have the right to withdraw the request for registration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that the Holders that have not elected to withdraw do not hold the requisite percentage or amount of Notes to initiate a request under Section 3registration. Any such withdrawal shall be made by giving written notice to the Issuers Company within 20 days after, in the case of a request pursuant to Section 3 hereof, after the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (A) of Section 6(f)(i2(a) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the IssuersCompany pursuant to Section 2(a)(ii), or, if, as of such ninetieth 90th day, the Issuers do Company does not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers Company from their its independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 2(a) hereof. The Company shall pay all Expenses incurred in connection with a request for registration withdrawn pursuant to this Section 8. (b) The Issuers Company shall not be obligated to file any registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales pursuant to any effective registration statement, at any time (but not to exceed one time in any 12-month period) when either of the IssuersCompany, in the good faith and reasonably informed judgment of its Board of Directors, reasonably believes determines that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of such Issuerthe Company’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require thereto. The Company shall promptly give the disclosure of material non-public information that, in Selling Holders written notice that such determination has been made by the good faith judgment of such Issuer’s Board of Directors, individually or in Directors and (if known) an estimate of the aggregate, would have a material adverse effect on such Issuer and its subsidiaries taken as a wholeanticipated duration of the delay. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers Company cannot be deferred, and the any Selling Holders’ Holder’s rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence this Section 8(b) for more than 10 15 days after the abandonment or consummation of any of the foregoing proposals or transactions transactions. The Company may so defer or for suspend the use of any registration statement on not more than three occasions in a calendar year and for no more than a total of 90 days in a calendar year; provided that, after deferring or suspending the date use of any registration statement, the Company may not again defer or suspend the use of the Board’s determination referenced in registration statement until a period of 30 days has elapsed after resumption of the preceding sentenceuse of the registration statement. The Company shall promptly notify each Selling Holder of the expiration or earlier termination of such deferral or suspension period. If the Company suspends any Issuer suspends the sellers’ Selling Holder’s rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.

Postponements. Following delivery of a Form F-3 Demand by a Requesting Holder, the Company may postpone for up to forty-five (a45) If days the Issuers filing or effectiveness of a Form F-3 registration statement effected pursuant to this Section 2 if in the good faith judgment of the board of directors of the Company, the filing or effectiveness of a Form F-3 registration statement or applicable securities laws (A) would reasonably be expected to have a material adverse effect on any proposed financing or recapitalization of the Company or pending negotiations relating to a merger, consolidation, acquisition or similar transaction or (B) would require the Company to disclose Non-Public Information and the disclosure of such Non-Public Information would materially and adversely affect the business and operations of the Company; provided, however, that such right to delay or defer a Form F-3 Demand shall fail be exercised by the Company not more than twice in any twelve (12) month period and during such time the Company may not file a registration statement for securities to be issued and solely for its own account or for that of any other holders. Upon the expiration of such forty-five (45) day period, or earlier upon such Non-Public Information being included by the Company in a filing with the Commission, being otherwise disclosed to the publiher than through the actions of a holder of Registrable Securities) or ceasing to be material to the Company, the Company will as soon as possible file or delay filing for more than 90 days after receipt of any Initiating Request any have declared effective such registration statement of Form F-3. Form F-3 Demands will not be deemed to be filed pursuant to Demand Requests as describ Section 1 hereof and a request for registration under Section 3 hereof (whether or not pursuant to Section 9(b)), the Holders requesting such registration Requesting Holder shall have the right to withdraw request an unlimited number of Form F-3 Demands. Notwithstanding the request for registration if such withdrawal shall be made by Holders of Notes holding an aggregate principal amount of Notes such that the Holders that have not elected to withdraw do not hold the requisite percentage or amount of Notes to initiate a request under Section 3. Any such withdrawal shall be made by giving written notice to the Issuers within 20 days after, in the case of a request pursuant to Section 3 hereofforegoing, the date on which a registration statement would otherwise have been required to have been filed with the Commission under clause (A) of Section 6(f)(i) hereof (i.e., 20 days after the date that is 90 days after the conclusion of the period within which requests for registration may be given to the Issuers, or, if, as of such ninetieth day, the Issuers do not have the audited financial statements required to be included in the registration statement, 30 days after the receipt by the Issuers from their independent public accountants of such audited financial statements). In the event of such withdrawal, the request for registration shall not be counted for purposes of determining the number of registrations to which Holders are entitled pursuant to Section 3 hereof. (b) The Issuers Company shall not be obligated to file any more than one (1) registration statement, or file any amendment or supplement to any registration statement, and may suspend any Selling Holder’s rights to make sales statement on Form F-3 pursuant to any effective registration statement, at any time (but not to exceed one time this Section 2 in any 12-given six (6) month period) when either of the Issuers, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested, or the offering of securities pursuant thereto, would adversely affect a pending or proposed Public Offering of such Issuer’s securities, a material financing, or a material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto or would require the disclosure of material non-public information that, in the good faith judgment of such Issuer’s Board of Directors, individually or in the aggregate, would have a material adverse effect on such Issuer and its subsidiaries taken as a whole. The filing of a registration statement, or any amendment or supplement thereto, by the Issuers cannot be deferred, and the Selling Holders’ rights to make sales pursuant to an effective registration statement cannot be suspended, pursuant to the provisions of the preceding sentence for more than 10 days after the abandonment or consummation of any of the foregoing proposals or transactions or for more than 90 days after the date of the Board’s determination referenced in the preceding sentence. If any Issuer suspends the sellers’ rights to make sales pursuant hereto, the applicable registration period shall be extended by the same number of days of such suspension.