Common use of Restrictions on Demand Registrations Clause in Contracts

Restrictions on Demand Registrations. (i) Notwithstanding any other provision of this Agreement, the Company will not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights to have such holder’s Registrable Securities included pursuant to Section 2, whether or not Section 1(e), Section 2(c) or Section 2(d) applied to such offering. (ii) If the Company’s board of directors in good faith determines that the filing or effectiveness of a registration statement in connection with any requested Demand Registration would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, or would require disclosure of facts or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, then the Company may delay such registration for a period of up to 120 days so long as the Company is still pursuing the transaction that allowed such delay (it being agreed that the Company may not delay requested registrations pursuant to this clause (ii) more than once during any period of 360 consecutive days). If the Company postpones the filing or effectiveness of a registration statement pursuant to this Section 1(f)(ii), it will promptly notify in writing the holders of Registrable Securities requesting such registration when the events or circumstances permitting such postponement have ended.

Restrictions on Demand Registrations. Notwithstanding anything to the contrary in this Section 4.1: (i) Notwithstanding any other provision of this Agreement, the The Company will shall not be obligated (A) to effect more than two (2) Demand Registrations in any period of fifteen (15) months, (B) any Demand Registration within 180 one hundred thirty-five (135) days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights to have such holder’s Registrable Securities included pursuant to Section 2, whether or 4.2 hereof (in which the number of Investor Registrable Securities requested to be included in such Piggyback Registration were not reduced by more than 50% pursuant to Section 1(e), Section 2(c4.2(b) or Section 2(d(c) applied hereof) or (C) to such offeringhave more than one (1) “shelf” Registration Statement pursuant to Rule 415 effective under the Securities Act at any time (other than shelf registrations filed pursuant to Rule 429 under the Securities Act). (ii) A Demand Registration will not be deemed to have been effected for purposes of this Section 4.1 unless the Registration Statement relating thereto (A) has become effective under the Securities Act, (B) has remained effective for a period of at least sixty (60) days (or such shorter period in which all Registrable Securities of the holders included in such registration have actually been sold thereunder), and (C) at least seventy-five percent (75%) of the Registrable Securities requested to be included in such Demand Registration by the holders of the Investor Registrable Securities are so included. (iii) If the Company’s board majority of directors the At-Large Directors determines in good faith determines that the filing or effectiveness of a registration statement Registration Statement in connection with any requested Demand Registration (A) would be reasonably likely to materially and adversely affect interfere with any material pending or contemplated acquisition, divestiture, financing, registered primary offering or other transaction as to which involving the Company or any of its Subsidiaries has then taken substantial steps, or (B) would require disclosure of facts or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company would not otherwise be required to then disclose, which disclosure would, in the good faith judgment of the Board, be disadvantageous to the Company, or any of its Subsidiaries has then taken substantial steps(C) would otherwise be materially detrimental to the Company, then the Company may delay (or if necessary or advisable withdraw) the filing, or delay the effectiveness, of such registration (or offers and sales of securities registered under a shelf Demand Registration) for a period of up to 120 one hundred twenty (120) days so long as the Company is still pursuing the transaction that allowed basis for such delay continues (it being agreed that the Company may not apply the provisions of this clause (iii) to delay requested registrations for an aggregate period of more than one hundred eighty (180) days in any twelve (12)-month period). (iv) In order to delay the filing of a Registration Statement pursuant to this clause (ii) more than once during any period of 360 consecutive daysSection 4.1(c)(iii). If , the Company postpones shall promptly (but in any event within ten (10) calendar days) upon determining to make such deferral, deliver to each holder requesting such Demand Registration a certificate of an authorized officer stating that the Company is delaying such filing or effectiveness of a registration statement pursuant to this Section 1(f)(ii)4.1(c)(iii) and an approximation of the anticipated delay. Within twenty (20) calendar days after receiving such certificate, it will promptly notify in writing the holders of a majority of the Investor Registrable Securities requesting participating in such registration when offering may withdraw their request for a Demand Registration by giving written notice to the events Company, and if withdrawn, the request for Demand Registration shall be deemed not to have been made for all purposes of this Agreement. In the event the Company delays or circumstances permitting suspends the sale of securities registered under a shelf Demand Registration pursuant to Section 4.1(c)(iii), then the required period of effectiveness set forth in Section 4.1(c)(ii)(B) shall be extended by the number of days of such postponement have endeddelay or suspension that occurred during the effectiveness of such Registration Statement.

Restrictions on Demand Registrations. (i) Notwithstanding any other provision of this Agreement, the Company will not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights to have such holder’s Registrable Securities included pursuant to Section 2, whether or not Section 1(e), Section 2(c) or Section 2(d) applied to such offering. (ii) If the Company’s board of directors in good faith determines that the filing or effectiveness of a registration statement in connection with any requested Demand Registration would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction action as to which the Company or any of its Subsidiaries has then taken substantial steps, or would require disclosure of facts or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction action as to which the Company or any of its Subsidiaries has then taken substantial steps, then the Company may delay such registration for a period of up to 120 days so long as the Company is still pursuing the transaction action that allowed such delay (it being agreed that the Company may not delay requested registrations pursuant to this clause (iiSection 1(f)(ii) more than once during any period of 360 consecutive days). If the Company postpones the filing or effectiveness of a registration statement pursuant to this Section 1(f)(ii), it will promptly notify in writing the holders of Registrable Securities requesting such registration when the events or circumstances permitting such postponement have ended.

Restrictions on Demand Registrations. If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415, with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) Notwithstanding would be required to be made in any other provision of this Agreement, the Company will Registration Statement so that such Registration Statement would not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights to have such holder’s Registrable Securities included pursuant to Section 2materially misleading, whether or not Section 1(e), Section 2(c) or Section 2(d) applied to such offering. (ii) If would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to have a material adverse effect on the Company or its business or on the Company’s board ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of directors such action to the Holders participating in good faith determines that such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than four times during any 12 month period or (y) for periods exceeding, in the aggregate, 90 days during any 12 month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of a the notice referred to above, their use of any prospectus relating to such registration statement in connection with any requested Demand Registration would be reasonably likely sale or offer to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, or would require disclosure of facts or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, then the Company may delay such registration for a period of up to 120 days so long as the Company is still pursuing the transaction that allowed such delay (it being agreed that the Company may not delay requested registrations pursuant to this clause (ii) more than once during any period of 360 consecutive days)sell Registrable Securities. If the Company so postpones the filing of a prospectus or the effectiveness of a registration statement pursuant Registration Statement, the Requesting Holder(s) will be entitled to this Section 1(f)(ii)withdraw such request and, it will promptly notify in writing the holders of Registrable Securities requesting if such request is withdrawn, such registration when request will not count for the events purposes of the limitation set forth in Section 1(b). The Company will pay all Registration Expenses incurred in connection with any such aborted registration or circumstances permitting such postponement have endedprospectus.

Restrictions on Demand Registrations. (i) Notwithstanding any other provision of this Agreement, the Company will not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights to have such holder’s Registrable Securities included pursuant to Section 2, whether or not Section 1(e), Section 2(c) or Section 2(d) applied to such offering. (ii) If the Company’s board of directors in good faith determines that the filing filing, initial effectiveness or effectiveness continued use of a registration statement, other than a shelf registration statement in connection pursuant to Rule 415, with any requested respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors (1) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (2) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, (3) would in the good faith judgment of the Board of Directors reasonably likely be expected to materially and adversely affect any have a material contemplated acquisition, divestiture, registered primary offering or other transaction as to which adverse effect on the Company or any of its Subsidiaries has then taken substantial steps, business if made at such time or would require disclosure of facts or circumstances which disclosure would (4) reasonably be reasonably likely excepted to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which interfere with the Company or any of its Subsidiaries has then taken substantial stepsbusiness if at such time Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may delay upon giving prompt written notice of such action to the participants in such registration for a period (each of up whom hereby agrees to 120 days so long as maintain the Company is still pursuing confidentiality of all information disclosed to such participants) delay the transaction that allowed filing or initial effectiveness of, or suspend use of, such delay (it being agreed Registration Statement; provided that the Company may shall not delay requested registrations pursuant be permitted to this clause do so (iix) for more than 60 days for a given occurrence of such a circumstance, (y) more than once three times during any twelve-month period or (z) for periods exceeding, in the aggregate, 90 days during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Investor or such transferee agree to suspend, promptly upon its receipt of 360 consecutive days)the notice referred to above, its use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a prospectus or the effectiveness of a registration statement pursuant Registration Statement, the Investor will be entitled to this Section 1(f)(ii)withdraw such request and, it will promptly notify in writing the holders of Registrable Securities requesting if such request is withdrawn, such registration when request will not count for the events purposes of the limitation set forth in Section 4.12(a)(2). The Company will pay all Registration Expenses incurred in connection with any such aborted registration or circumstances permitting such postponement have endedprospectus.

Restrictions on Demand Registrations. Any demand for the filing of a Registration Statement or for a registered offering hereunder will be subject to the constraints of any applicable lock-up arrangements, and any such demand must be deferred until such lock-up arrangements no longer apply. (i) Notwithstanding any other provision of this Agreement, the The Company will shall not be obligated to effect any Demand Registration within 180 120 days after the effective date of a previous registration in which Registrable Securities were included pursuant to Sections 2 or 4. The Company may postpone, for up to 90 days from the date of the request (the “Suspension Period”), the filing or the effectiveness of a Registration Statement for a Demand Registration or suspend the use of a previous registration in which Prospectus that is part of any Shelf Registration (and therefore suspend sales of the Registrable Securities included therein) by providing written notice to the holders of Registrable Securities were given piggyback rights if the Company agrees that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company to engage in any material acquisition or disposition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or similar transaction or would require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company and its Subsidiaries; provided that in such holder’s event, the holders of Registrable Securities included initially requesting such Demand Registration shall be entitled to withdraw such request, and if such request is withdrawn, the Company shall pay all Registration Expenses in connection with such registration. The Company may, based on a good faith determination, delay or suspend the effectiveness of a Demand Registration pursuant to this Section 23(c)(i) only once in any twelve-month period; provided that, whether for the avoidance of doubt, the Company may in any event delay or not suspend the effectiveness of Demand Registration in the case of an event described under Section 1(e5(a)(ix) to enable it, based on a good faith determination, that such delay is necessary to comply with its obligations set forth in Section 5(a)(ix), Section 2(c) or Section 2(d) applied to such offering. (ii) If In the Company’s board case of directors in good faith determines an event that the filing or effectiveness of a registration statement in connection with any requested Demand Registration would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which causes the Company to suspend the use of any Shelf Registration as set forth in Section 3(c)(i) or any of its Subsidiaries has then taken substantial stepspursuant to Section 5(a)(ix) (a “Suspension Event”), or would require disclosure of facts or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, then the Company may delay such registration for shall give a period of up notice to 120 days so long as the Company is still pursuing the transaction that allowed such delay (it being agreed that the Company may not delay requested registrations pursuant to this clause (ii) more than once during any period of 360 consecutive days). If the Company postpones the filing or effectiveness of a registration statement pursuant to this Section 1(f)(ii), it will promptly notify in writing the holders of Registrable Securities requesting registered pursuant to such registration when Shelf Registration (a “Suspension Notice”) to suspend sales of the events Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or circumstances permitting its effect is continuing. A holder of Registrable Securities shall not effect any sales of the Registrable Securities pursuant to such postponement have endedShelf Registration (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by such holder in breach of the terms of this Agreement. The holders of Registrable Securities may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the holders of Registrable Securities and to such holders’ counsel, if any, promptly following the conclusion of any Suspension Event. (iii) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration pursuant to this Section 3(c), the Company agrees that it shall extend the period of time during which such Shelf Registration shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the holders of the Suspension Notice to and including the date of receipt by the holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration are no longer Registrable Securities.

Restrictions on Demand Registrations. (i) Notwithstanding any other provision of this Agreement, the Company will not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights to have such holder’s Registrable Securities included pursuant to Section 2, whether or not Section 1(e), Section 2(c) or Section 2(d) applied to such offering. (ii) If the Company’s board of directors in good faith determines that the filing or initial effectiveness of a registration statement in connection with any requested respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, (iii) would reasonably likely be expected to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, business if made at such time or (iv) would require disclosure of facts reasonably be excepted to interfere with the Company’s ability to effect a planned or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated proposed acquisition, divestituredisposition, registered primary offering financing, reorganization, recapitalization or other transaction as to which the Company or any of its Subsidiaries has then taken substantial stepssimilar transaction, then the Company may delay upon giving prompt written notice of such action to the participants in such registration for a period (each of up whom hereby agrees to 120 days so long as maintain the Company is still pursuing confidentiality of all information disclosed to such participants) delay the transaction that allowed filing or initial effectiveness of, or suspend use of, such delay (it being agreed Registration Statement; provided, that the Company may shall not delay requested registrations pursuant be permitted to this clause do so (iix) for more than one-hundred twenty (120) days for a given occurrence of such a circumstance or (y) more than once three times during any period 12-month period. In the event the Company exercises its rights under the preceding sentence, the Investor agrees to suspend, promptly upon its receipt of 360 consecutive days)the notice referred to above, its use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a prospectus or the effectiveness of a registration statement pursuant Registration Statement, the Investor will be entitled to this Section 1(f)(ii)withdraw such request and, it will promptly notify in writing the holders of Registrable Securities requesting if such request is withdrawn, such registration when request will not count for the events purposes of the limitation set forth in Section 2(a)(2). The Company will pay all Registration Expenses incurred in connection with any such aborted registration or circumstances permitting such postponement have endedprospectus.

Restrictions on Demand Registrations. If the filing, initial effectiveness or continued use of a Registration Statement would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (i) Notwithstanding would be required to be made in any other provision of this Agreement, the Company will Registration Statement so that such Registration Statement would not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights to have such holder’s Registrable Securities included pursuant to Section 2materially misleading, whether or not Section 1(e), Section 2(c) or Section 2(d) applied to such offering. (ii) If would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, and (iii) would in the good faith judgment of the Board (A) reasonably be expected to adversely affect the Company or its business if made at such time, or (B) reasonably be excepted to interfere with the Company’s board ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (C) otherwise require premature disclosure of directors in good faith determines material information that the filing or effectiveness of Company has a registration statement in connection with any requested Demand Registration would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction bona fide business purpose for preserving as to which the Company or any of its Subsidiaries has then taken substantial steps, or would require disclosure of facts or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial stepsconfidential, then the Company may delay upon giving prompt written notice of such determination of the Board to the participants in such registration for a period (each of up whom hereby agrees to 120 days so long as maintain the Company is still pursuing the transaction that allowed confidentiality of all information disclosed to such delay (it being agreed participants, provided that the Company may shall not be required to disclose the nature of the delay requested registrations pursuant or other confidential information) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided, that the Company shall not be permitted to this clause do so (iix) for more than sixty (60) days for a given occurrence of such a circumstance or (y) more than once two (2) times during any period twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, promptly upon their receipt of 360 consecutive days)the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a prospectus or the effectiveness of a registration statement pursuant Registration Statement, the Investor will be entitled to this Section 1(f)(ii)withdraw such request and, it will if such request is promptly notify in writing the holders of Registrable Securities requesting withdrawn, such registration when request will not count for the events purposes of the limitation set forth in Section 7.3. The Company will pay all Registration Expenses incurred in connection with any such aborted registration or circumstances permitting such postponement have endedprospectus.

Restrictions on Demand Registrations. (i) Notwithstanding any other provision of this Agreement, the Company Morton’s will not be obligated to effect any Demand Registration within 180 days six months after the effective date of a previous Demand Registration or a previous registration in which for Registrable Securities, unless the holders of a majority of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Registrable Securities were given piggyback rights otherwise agree. Morton’s may postpone for no more than 90 days in each 360-day period the filing or the effectiveness of a registration statement for a Demand Registration if both Morton’s Board of Directors (in its reasonable good faith judgment) and the holders of a majority of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Registrable Securities determine that such Demand Registration might reasonably be expected to have such holderan adverse effect on any proposal or plan to engage in, or to cause Morton’s Registrable Securities included pursuant to Section 2disclose confidential information regarding, whether any acquisition or not Section 1(e)disposal of stock or assets or any merger, Section 2(c) consolidation, tender offer, financing or Section 2(d) applied to such offering. similar transaction (ii) If the Companyit being understood and agreed that Morton’s board of directors in good faith determines that may postpone the filing or effectiveness of a registration statement in connection with any requested Demand Registration would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, or would require disclosure of facts or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, then the Company may delay such registration for a longer period of up time, in any event not to exceed 120 days days, if both Morton’s Board of Directors (in its reasonable good faith judgment) and the holders of a majority of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Registrable Securities reasonably determine that it is advisable to do so long as the Company is still pursuing the transaction that allowed such delay (in order to ensure compliance with applicable state liquor laws; and it being further understood and agreed that Morton’s shall use its commercially reasonable efforts to limit the Company may not delay requested registrations pursuant to this clause (ii) more than once during any period number of 360 consecutive daysdays of such postponement). If the Company postpones the filing or effectiveness of a registration statement pursuant to this Section 1(f)(ii); provided, it will promptly notify that, in writing such event, the holders of Registrable Securities requesting such registration when the events or circumstances permitting Demand Registration will be entitled to withdraw such postponement have endedrequest and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and Morton’s will pay all Registration Expenses in connection with such registration.

Restrictions on Demand Registrations. (i) Notwithstanding any other provision of this Agreement, the Company will not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights to have such holder’s Registrable Securities included pursuant to Section 2, whether or not Section 1(e), Section 2(c) or Section 2(d) applied to such offering. (ii) If the Company’s board of directors in good faith determines that the filing or initial effectiveness of a registration statement in connection with any requested respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, (iii) would in the good faith judgment of the Board of Directors reasonably likely be expected to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial steps, business if made at such time or would require disclosure of facts (iv) reasonably be excepted to interfere with the Company’s ability to effect a planned or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated proposed acquisition, divestituredisposition, registered primary offering financing, reorganization, recapitalization or other transaction as to which the Company or any of its Subsidiaries has then taken substantial stepssimilar transaction, then the Company may delay upon giving prompt written notice of such action to the participants in such registration for a period (each of up whom hereby agrees to 120 days so long as maintain the Company is still pursuing confidentiality of all information disclosed to such participants) delay the transaction that allowed filing or initial effectiveness of, or suspend use of, such delay (it being agreed Registration Statement; provided, that the Company may shall not delay requested registrations pursuant be permitted to this clause do so (iix) for more than 90 days for a given occurrence of such a circumstance, (y) more than once three times during any twelve-month period or (z) for periods exceeding, in the aggregate, 180 days during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Investor or such transferees agree to suspend, promptly upon its receipt of 360 consecutive days)the notice referred to above, its use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a prospectus or the effectiveness of a registration statement pursuant Registration Statement, the Investor will be entitled to this Section 1(f)(ii)withdraw such request and, it will promptly notify in writing the holders of Registrable Securities requesting if such request is withdrawn, such registration when request will not count for the events purposes of the limitation set forth in Section 4.7(a)(2). The Company will pay all Registration Expenses incurred in connection with any such aborted registration or circumstances permitting such postponement have endedprospectus.

Restrictions on Demand Registrations. (i) Notwithstanding any other provision of this Agreement, the Company will not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights to have such holder’s Registrable Securities included pursuant to Section 2, whether or not Section 1(e), Section 2(c) or Section 2(d) applied to such offering. (ii) If the Company’s board of directors in good faith determines that the filing or initial effectiveness of a registration statement in connection with any requested respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, (iii) would in the good faith judgment of the Board of Directors reasonably likely be expected to materially and adversely affect any material contemplated acquisition, divestiture, registered primary offering or other transaction as to which the Company or any of its Subsidiaries has then taken substantial stepsbusiness if made at such time, or (iv) would require disclosure of facts reasonably be expected to interfere with the Company’s ability to effect a planned or circumstances which disclosure would be reasonably likely to materially and adversely affect any material contemplated proposed acquisition, divestituredisposition, registered primary offering financing, reorganization, recapitalization or other transaction as to which the Company or any of its Subsidiaries has then taken substantial stepssimilar transaction, then the Company may delay upon giving prompt written notice of such action to the participants in such registration for a period (each of up whom hereby agrees to 120 days so long as maintain the Company is still pursuing confidentiality of all information disclosed to such participants) delay the transaction that allowed filing or initial effectiveness of, or suspend use of, such delay (it being agreed Registration Statement; provided , that the Company may shall not delay requested registrations pursuant be permitted to this clause do so (i) for more than 90 days for a given occurrence of such a circumstance, (ii) more than once three times during any twelve-month period or (iv) for periods exceeding, in the aggregate, 180 days during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Investor or such transferees agree to suspend, promptly upon its receipt of 360 consecutive days)the notice referred to above, its use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Shares. If the Company so postpones the filing of a prospectus or the effectiveness of a Registration Statement, the Investor will be entitled to withdraw such request and, if such request is withdrawn, such Registration Request will not count for the purposes of the limitation set forth in Section (A)(3). The Company will pay all Registration Expenses incurred in connection with any such aborted registration statement pursuant to this Section 1(f)(ii), it will promptly notify in writing the holders of Registrable Securities requesting such registration when the events or circumstances permitting such postponement have endedprospectus.