Common use of Right to Delay Clause in Contracts

Right to Delay. The Company shall not be obligated to effect the filing of a Registration pursuant to Sections 1.2 (such registration statement, a "Holders Registration Statement"): (a) During the period starting with the date thirty (30) days prior to the Company's estimated date of filing of, and ending on a date one hundred twenty (120) days following the effective date of, a Registration Statement pertaining to a public offering of securities for the account of the Company (such registration statement, the "Company Registration Statement"), provided that the Company is actively employing in good faith all reasonable efforts to cause the Company Registration Statement to become effective and that, in the good faith judgment of the Company's underwriter for an underwritten offering or the Company's Board of Directors for a non-underwritten offering, an offering of the Holder's Registrable Securities pursuant to a demand made under Section 1.2 above would interfere with the successful marketing (including pricing) of the securities to be included in the Company Registration Statement; provided, however, that the Company shall file the Holders Registration Statement as promptly as practicable following one hundred twenty (120) days after the effective date of the Company Registration Statement. (b) For ninety (90) days from the request made pursuant to Section 1.2 above, if the Company delivers to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors the Holders Registration Statement would materially impede, delay, interfere with or otherwise adversely affect any pending financing, registration of securities, acquisitions, corporate reorganization or other significant transaction to which the Company is a party; provided, however, the Company may exercise this right to delay only once in any twelve-month period. (c) For sixty (60) days from the request made pursuant to Sections 1.2 above, if the Company delivers to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors the Holders Registration Statement would require disclosure of non-public material information that the Company has a bona fide business purpose for preserving as confidential and it is therefore essential to defer the filing of the Holders Registration Statement; provided, however, the Company may exercise this right to delay only once in any twelve-month period.

Right to Delay. The Company shall not be obligated to effect the filing of a Registration pursuant to Sections 1.2 (such registration statementor 1.4 above, a "Holders Registration Statement"):as the case may be: (a) For one hundred eighty (180) days from the date of a request made by the Requesting Holders pursuant to Section 1.2 above, if the Company: (i) does not have a Registered class of capital stock, and (a) elects to so delay such Registration in its sole discretion; PROVIDED, HOWEVER, that the Company may exercise this right to delay only once. (b) During the period starting with the date thirty ninety (3090) days prior to the Company's estimated date of filing of, and ending on a date one hundred twenty eighty (120180) days following the effective date of, a Registration Statement pertaining to a an initial public offering of securities for the account of the Company (such registration statement, the "Company Registration Statement")Company, provided that the Company is actively employing in good faith all reasonable efforts to cause the Company such Registration Statement to become effective and that, in the good faith judgment of the Company's underwriter for an underwritten offering or the Company's Board of Directors for a non-underwritten offering, an offering of the Holder's Registrable Securities pursuant to such a demand made under Section 1.2 above Registration Statement would interfere with the successful marketing (including pricing) of the securities to be included in the Company Registration StatementCompany's proposed Registration; providedPROVIDED, howeverHOWEVER, that the Company shall file the Holders such Registration Statement as promptly as practicable following one hundred twenty eighty (120180) days after the effective date of the Company Registration StatementStatement pertaining to an initial public offering of securities for the account of the Company. (bc) For ninety (90) days from the date of a request made by the Holders pursuant to Section Sections 1.2 or 1.4 above, if the Company delivers to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors of the Holders Company such Registration Statement would materially impede, delay, interfere with or otherwise (i) adversely affect any a material proposed or pending financingacquisition, registration of securitiesmerger, acquisitions, or similar corporate reorganization or other significant transaction event to which the Company is or expects to be a partyparty or (ii) otherwise be materially detrimental to the Company; providedPROVIDED, howeverHOWEVER, that the Company may exercise this right to delay only once in any twelve12-month period. (c) For sixty (60) days from the request made pursuant to Sections 1.2 above, if the Company delivers to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors the Holders Registration Statement would require disclosure of non-public material information that the Company has a bona fide business purpose for preserving as confidential and it is therefore essential to defer the filing of the Holders Registration Statement; provided, however, the Company may exercise this right to delay only once in any twelve-month period.

Right to Delay. The Company shall not be obligated to effect the filing of a Registration pursuant to Sections 1.2 (such registration statement, a "Holders Registration Statement"):Section 1.3 above: (a) During the period starting with the date thirty ninety (3090) days prior to the Company's estimated date of filing of, and ending on a date one hundred twenty eighty (120180) days following the effective date of, a Registration Statement pertaining to a an initial public offering of securities for the account of the Company (such registration statement, the "Company Registration Statement")Company, provided that the Company is actively employing in good faith all reasonable efforts to cause the Company such Registration Statement to become effective and that, in the good faith judgment of the Company's underwriter for an underwritten offering or the Company's Board of Directors for a non-underwritten offering, an offering of the Holder's Registrable Securities pursuant to such a demand made under Section 1.2 above Registration Statement would interfere with the successful marketing (including pricing) of the securities to be included in the Company Registration StatementCompany's proposed Registration; providedPROVIDED, howeverHOWEVER, that the Company shall file the Holders such Registration Statement as promptly as practicable following one hundred twenty eighty (120180) days after the effective date of the Company Registration StatementStatement pertaining to an initial public offering of securities for the account of the Company. (b) For ninety (90) days from the date of a request made by the Holders pursuant to Section 1.2 1.3 above, if the Company delivers to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors of the Holders Company such Registration Statement would materially impede, delay, interfere with or otherwise (i) adversely affect any a material proposed or pending financingacquisition, registration of securitiesmerger, acquisitions, or similar corporate reorganization or other significant transaction event to which the Company is or expects to be a partyparty or (ii) otherwise be materially detrimental to the Company; providedPROVIDED, howeverHOWEVER, that the Company may exercise this right to delay only once in any twelve12-month period. (c) For sixty (60) days from the request made pursuant to Sections 1.2 above, if the Company delivers to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors the Holders Registration Statement would require disclosure of non-public material information that the Company has a bona fide business purpose for preserving as confidential and it is therefore essential to defer the filing of the Holders Registration Statement; provided, however, the Company may exercise this right to delay only once in any twelve-month period.