Common use of Restrictions on Long-Form Registrations Clause in Contracts

Restrictions on Long-Form Registrations. (i) The Corporation shall not be obligated to effect any Long-Form Registration within 90 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Corporation may postpone for up to 90 days (or with the written consent of the ▇▇▇▇ Investor, a longer period) the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Shelf Registration Securities) if (A) the Corporation and the ▇▇▇▇ Investor agree in good faith that such Demand Registration or Shelf Offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Corporation or any of its Subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, reorganization, recapitalization, financing or similar transaction and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and either (x) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction or (z) such transaction renders the Corporation unable to comply with the requirements of the Securities and Exchange Commission, in each case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such filings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, as applicable; provided that, in such event, the holders of Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and the Corporation shall pay all Registration Expenses in connection with such registration. The Corporation may delay a Demand Registration hereunder only once in any 12-month period, unless additional delays or suspensions are approved by the ▇▇▇▇ Investor. (ii) In the case of an event that causes the Corporation to suspend the use of a Shelf Registration Statement as set forth in Section 2(e)(i) above or pursuant to Section 5(e) (a “Suspension Event”), the Corporation will give a notice to the holders whose Registrable Securities are registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. Each holder agrees not to effect any sales of its Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice. A holder may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Corporation, which End of Suspension Notice will be given by the Corporation to the holders promptly following the conclusion of any Suspension Event (and in any event during the permitted Suspension Period).

Restrictions on Long-Form Registrations. (i) The Corporation Company shall not be obligated to effect any Demand Registration which is a Long-Form Registration within 90 180 days after the effective date of a previous Demand Registration which was a Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 paragraph 2 and in which there was no reduction in such holders were able to register and sell at least 90% of the number of Registrable Securities requested to be includedincluded therein. The Corporation Company may preempt any request for a Demand Registration in order to effect an underwritten primary registration on behalf of the Company, PROVIDED that (i) such preempting underwritten primary registration must become effective within 90 days after the date such preempted Demand Registration is requested, (ii) the holders of Registrable Securities initially requesting the preempted Demand Registration must have piggyback rights pursuant to paragraph 2 with respect to the preempting primary registration and must be able to register and sell pursuant to such piggyback rights in such primary registration at least 90% of the Registrable Securities initially requested to be included in the preempted Demand Registration, (iii) the Company shall pay all Registration Expenses in connection with any such preempting primary registration, and (iv) the preempted Demand Registration shall not count as one of the permitted Demand Registrations hereunder. The Company may preempt a Demand Registration hereunder only once in any 12-month period. The Company may postpone for up to 90 180 days (or with the written consent of the ▇▇▇▇ Investor, a longer period) the filing or the effectiveness of a registration statement for a Demand Registration or suspend if the use Company's board of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Shelf Registration Securities) if (A) the Corporation and the ▇▇▇▇ Investor agree directors determines in its reasonable good faith judgment that such Demand Registration or Shelf Offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Corporation Company or any of its Subsidiaries direct or indirect subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, reorganization, recapitalization, financing reorganiza tion or similar transaction and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and either (x) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction or (z) such transaction renders the Corporation unable to comply with the requirements of the Securities and Exchange Commission, in each case under circumstances ; PROVIDED that would make it impractical or inadvisable to cause the registration statement (or such filings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, as applicable; provided that, in such event, the holders of Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Corporation Company shall pay all Registration Expenses in connection with such withdrawn registration. The Corporation Company may delay a Demand Registration hereunder only once in any 12twelve-month period, unless additional delays or suspensions are approved by the ▇▇▇▇ Investor. (ii) In the case of an event that causes the Corporation to suspend the use of a Shelf Registration Statement as set forth in Section 2(e)(i) above or pursuant to Section 5(e) (a “Suspension Event”), the Corporation will give a notice to the holders whose Registrable Securities are registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. Each holder agrees not to effect any sales of its Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice. A holder may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Corporation, which End of Suspension Notice will be given by the Corporation to the holders promptly following the conclusion of any Suspension Event (and in any event during the permitted Suspension Period).

Restrictions on Long-Form Registrations. (i) The Corporation Company shall not be --------------------------------------- obligated to effect any Demand Registration which is a Long-Form Registration within 90 180 days after the effective date of a previous Demand Registration which was a Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 paragraph 2 and in which there was no reduction in such holders were able to register and sell at least 90% of the number of Registrable Securities requested to be includedincluded therein. The Corporation Company may preempt any request for a Demand Registration in order to effect an underwritten primary registration on behalf of the Company, provided that (i) -------- such preempting underwritten primary registration must become effective within 90 days after the date such preempted Demand Registration is requested, (ii) the holders of Registrable Securities initially requesting the preempted Demand Registration must have piggyback rights pursuant to paragraph 2 with respect to the preempting primary registration and must be able to register and sell pursuant to such piggyback rights in such primary registration at least 90% of the Registrable Securities initially requested to be included in the preempted Demand Registration, (iii) the Company shall pay all Registration Expenses in connection with any such preempting primary registration, and (iv) the preempted Demand Registration shall not count as one of the permitted Demand Registrations hereunder. The Company may preempt a Demand Registration hereunder only once in any 12-month period. The Company may postpone for up to 90 180 days (or with the written consent of the ▇▇▇▇ Investor, a longer period) the filing or the effectiveness of a registration statement for a Demand Registration or suspend if the use Company's board of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Shelf Registration Securities) if (A) the Corporation and the ▇▇▇▇ Investor agree directors determines in its reasonable good faith judgment that such Demand Registration or Shelf Offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Corporation Company or any of its Subsidiaries direct or indirect subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, reorganization, recapitalization, financing reorganization or similar transaction and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and either (x) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction or (z) such transaction renders the Corporation unable to comply with the requirements of the Securities and Exchange Commission, in each case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such filings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, as applicable; provided that, that in such event, the holders -------- of Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Corporation Company shall pay all Registration Expenses in connection with such withdrawn registration. The Corporation Company may delay a Demand Registration hereunder only once in any 12twelve-month period, unless additional delays or suspensions are approved by the ▇▇▇▇ Investor. (ii) In the case of an event that causes the Corporation to suspend the use of a Shelf Registration Statement as set forth in Section 2(e)(i) above or pursuant to Section 5(e) (a “Suspension Event”), the Corporation will give a notice to the holders whose Registrable Securities are registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. Each holder agrees not to effect any sales of its Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice. A holder may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Corporation, which End of Suspension Notice will be given by the Corporation to the holders promptly following the conclusion of any Suspension Event (and in any event during the permitted Suspension Period).

Restrictions on Long-Form Registrations. (i) The Corporation Company shall not be obligated to effect any Long-Form Registration within 90 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 2 and in which there was no reduction in the number of Registrable Securities requested to be included. The Corporation Company may postpone for up to 90 180 days (or with the written consent of the ▇▇▇▇ Investor, a longer period) the filing or the effectiveness of a registration statement for a Demand Registration or suspend if (i) prior to the use Other Stockholders Restriction Termination Date, the Company and the holders of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales majority of the Shelf Registration Securities) if (A) the Corporation and the ▇▇▇▇ Investor Registrable Securities agree in good faith that such Demand Registration or Shelf Offering would reasonably be expected to have a material adverse effect on any proposal or plan by the Corporation Company or any of its Subsidiaries to acquire financing, engage in any material acquisition of assets or stock (other than in the ordinary course of business) ), or engage in any material merger, consolidation, tender offer, reorganization, recapitalization, financing or similar transaction and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable law, and either (x) the Corporation has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Corporation or the Corporation’s ability to consummate such transaction or (z) such transaction renders the Corporation unable to comply with the requirements of the Securities and Exchange Commission, in each case under circumstances that would make it impractical or inadvisable to cause the registration statement (or such filings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, as applicable; provided that, in such event, the holders of Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and the Corporation Company shall pay all Registration Expenses in connection with such registration, (ii) on or after the Other Stockholders Restriction Termination Date but prior to the Executives Restriction Termination Date, the Company and the holders of a majority of the Investor Registrable Securities and Other Registrable Securities, collectively, agree that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to acquire financing, engage in any acquisition (other than in the ordinary course of business), or engage in any merger, consolidation, tender offer, reorganization, or similar transaction; provided that, in such event, the holders of Investor Registrable Securities or the holders of Other Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and the Company shall pay all Registration Expenses in connection with such registration, or (iii) after the Executives Restriction Termination Date, the Company and the holders of a majority of the Registrable Securities agree that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to acquire financing, engage in any acquisition (other than in the ordinary course of business), or engage in any merger, consolidation, tender offer, reorganization, or similar transaction; provided that, in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and the Company shall pay all Registration Expenses in connection with such registration. The Corporation Company may delay a Demand Registration hereunder only once in any 12twelve-month period, unless additional delays or suspensions are approved by the ▇▇▇▇ Investor. (ii) In the case of an event that causes the Corporation to suspend the use of a Shelf Registration Statement as set forth in Section 2(e)(i) above or pursuant to Section 5(e) (a “Suspension Event”), the Corporation will give a notice to the holders whose Registrable Securities are registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or its effect is continuing. Each holder agrees not to effect any sales of its Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Corporation and prior to receipt of an End of Suspension Notice. A holder may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Corporation, which End of Suspension Notice will be given by the Corporation to the holders promptly following the conclusion of any Suspension Event (and in any event during the permitted Suspension Period).