Black Out. In the event that, during the time that the Registration Statement is effective, the Company reasonably determines, based upon advice of counsel, that due to the existence of material non-public information, disclosure of such material non-public information would be required to make the statements contained in the Registration Statement not misleading, and the Company has a bona fide business purpose for preserving as confidential such material non-public information, the Company shall have the right to suspend the effectiveness of the Registration Statement, and no Holder shall be permitted to sell any Registrable Securities pursuant thereto, until such time as such suspension is no longer advisable; provided, however, that such time shall not exceed a period of sixty (60) days. As soon as such suspension is no longer advisable, the Company shall, if required, promptly, but in no event later than the date the Company files any documents with the SEC referencing such material information, file with the SEC an amendment to the Registration Statement disclosing such information and use its best efforts to have such amendment declared effective as soon as possible. In the event the effectiveness of the Registration Statement is suspended by the Company pursuant hereto, the Company shall promptly notify all Holders whose securities are covered by the Registration Statement of such suspension, and shall promptly notify each such Holder as soon as the effectiveness of the Registration Statement has been resumed. Holders agree to comply with all requirements of SEC Rule lOb-6, if applicable, or its successor rule during all applicable time periods.
Black Out. In the event Parent determines, after a request for registration has been received from an Investor and prior to the completion of such registered offering, that it may be in possession of material undisclosed information with respect to Parent or its securities, (i) Parent shall notify Investors and request that Investors refrain from selling any Registrable Securities, and Investors shall refrain from selling any Registrable Securities, and (ii) Parent shall not be obligated to file a registration statement or effect any registration, qualification or compliance of Registrable Securities under Section 2 for a period of not more than 120 days from the date of such notice (the "Black Out Period"). A Black Out Period shall end upon the earlier to occur of (i) the full public disclosure of the material information giving rise to such Black Out Period, (ii) Parent notifying Investors in writing that the Black Out Period is terminated and (iii) the 120th day after the date of Parent's notice of the commencement of the Black Out Period. Notwithstanding the foregoing, Parent shall not be entitled to declare a Black Out Period prior to twelve months from the end of a previous Black Out Period if more than 180 days of the immediately preceding 365 days have been subject to a Black Out Period, and Parent shall only exercise its rights under this Section 4 in good faith and shall not exercise such rights in an effort to frustrate the Investors' ability to offer to sell and sell their Registrable Securities.
Black Out. In the event that, during the time that the Registration Statement is effective, the Company reasonably determines, based upon advice of counsel, that due to the existence of material non-public information, disclosure of such material non-public information would be required to make the statements contained in the Registration Statement not misleading, and the Company has a bona fide business purpose for preserving as confidential such material non-public information, the Company shall have the right to suspend the use of the Registration Statement (a "Registration Black Out"), and no Holder shall be permitted to sell any Registrable Securities pursuant thereto, until such time as such suspension is no longer required hereunder; provided, however, that such time shall not exceed a period of sixty (60) days. As soon as such suspension is no longer required hereunder, the Company shall, if required, promptly, but in no event later than the date the Company files any documents with the Securities and Exchange Commission ("SEC") referencing such material information, file with the SEC an amendment to the Registration Statement disclosing such information and use its best efforts to have such amendment declared effective as soon as possible. In the event that the use of the Registration Statement is suspended by the Company, the Company shall promptly notify all Holders whose securities are covered by the Registration Statement of such suspension, and shall promptly notify each such Holder as soon as use of the Registration Statement may be resumed. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Subscription Agreement in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to receipt of notice of such Registration Black Out and for which such Holder has not yet settled. The Company shall be entitled to effect no more than one Registration Black Out during any twelve (12) month period.
Black Out. Notwithstanding anything herein to the contrary, following an IPO, if in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company it would be detrimental to the Company and its stockholders not to defer the filing, or suspend the use by the Holders, of a Registration Statement by reason of: (A) a material pending financing, acquisition, disposition, corporate reorganization, merger, public offering of securities, or other material transaction involving or being contemplated by the Company, or other similarly material events then concerning the Company; (B) the Company being in possession of material non-public information not otherwise then required by law to be publicly disclosed that it deems advisable not to disclose in such Registration Statement; or (C) a requirement to include pro forma or other information, which requirement the Company is reasonably unable to comply with at such time, or to undertake initial or continuing disclosure obligations not in the best interests of the Company’s stockholders, the Company shall have the right to defer the filing, or suspend the use by the Holders, of such Registration Statement for a period of not more than sixty (60) days (each, a “Suspension Period”); provided, however, that the Company may not utilize this right for more than one-hundred twenty (120) days in any 365-day period; provided, further, that the Company shall at all times in good faith use its commercially reasonable efforts to cause any Suspension Period to be terminated as soon as possible, including, if necessary, by causing a Registration Statement required by this Agreement to be filed or restored as soon as possible thereafter; and provided, further, that such right pursuant to this Section 3.6 shall be exercisable by the Company only if the Company is concurrently exercising all similar black-out rights against holders of similar securities that have registration rights, if any, to the extent permitted by the terms of such registration rights.
Black Out. In the event that, during the time that the Registration Statement is effective, the Company reasonably determines, based upon advice of counsel, that due to the existence of material non-public information, disclosure of such material non-public information would be required to make the statements contained in the Registration Statement not misleading, and the Company has a bona fide business purpose for preserving as confidential such material non-public information, the Company shall have the right to suspend the effectiveness of the Registration Statement, and no Holder shall be permitted to sell any Registrable Securities pursuant thereto, until such time as such suspension is no longer advisable; provided, however,
Black Out. Until thirty (30) days from the Initial Remarketing, Second Remarketing, in the event of a Failed Initial Remarketing, or Third Remarketing, in the event of a Failed Second Remarketing, or Final Remarketing, in the event of a Failed Third Remarketing, the Company will not, without the consent of the Remarketing Agents, offer, sell or contract to sell, or otherwise dispose of, by public offering, or announce the public offering of, any other debt securities of the Company other than (i) up to $400,000,000 aggregate principal amount of the Company's senior notes and (ii) the incurrence of indebtedness under the Company's credit facilities or through commercial paper issuances.
Black Out. Upon acceptance of the Offer, the Corporation hereby agrees, without the prior written consent of the Joint Bookrunners on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, not to, directly or indirectly, during the period ending 90 days after the closing of the offering, directly or indirectly, create, issue or sell, or enter into any agreement to create, issue or sell (or announce any intention to do so), any Common Shares, rights to purchase such Common Shares or any securities convertible into or exercisable or exchangeable for such Common Shares, or agree to do any of the foregoing, other than, in each case: (i) as contemplated herein or pursuant to the Concurrent Private Placement; (ii) rights granted under the Corporation's stock option plan, long-term incentive plans, employee share purchase plans or any other security based compensation arrangements and Common Shares issued pursuant to the exercise, settlement or conversion, as the case may be, of such rights, (iii) to satisfy existing instruments issued on or prior to the date hereof, or (iv) to satisfy the requirements of the Corporation’s dividend reinvestment and optional share purchase plan or similar plan. In addition, the Corporation will obtain from its directors and senior executive officers, prior to closing, an undertaking not to sell (directly or indirectly, including a disposition of the economic interest in or exposure to), or announce any intention to do so, any Common Shares or securities convertible or exchangeable into Common Shares for a period of 90 days from the closing of the offering without the prior consent of the Joint Bookrunners, such consent not to be unreasonably withheld or delayed.
Black Out. Upon receipt of any notice from the Company of the happening of any event of which any prospectus included in such registration statement, as then in effect, includes an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, each holder of Registrable Securities will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement until such holder receives copies of a supplemental or amended prospectus from the Company and, if so directed by the Company, shall deliver to the Company all copies, other than permanent file copies, then in such holders' possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.
Black Out. In the event the Company determines to register securities pursuant to an underwritten public offering or in connection with a strategic transaction, (i) the Company, if advised by its underwriters, shall notify Purchaser and request that Purchaser refrain from selling any Registrable Securities, and Purchaser shall refrain from selling any Registrable Securities, and (ii) the Company shall not be obligated to file a registration statement or effect any registration, qualification or compliance of Registrable Securities under Section 2 for a period of 180 days from the date of such notice (the "Black Out Period"). During any such Black Out Period, Purchaser shall still be entitled to register shares pursuant to Section 3 of this Agreement. Notwithstanding the foregoing, (i) the Company shall not be entitled to declare a Black Out Period prior to twelve months from the end of a previous Black Out Period, and (ii) the Black Out Period shall end immediately upon the consummation of the underwritten public offering or strategic transaction or the Company's decision no longer to pursue such offering or transaction.
Black Out. In the event the Company determines to register securities in an offering, whether pursuant to an underwritten public equity offering or an acquisition, the Company on the advice of its underwriters shall notify HP and (a) may request that HP refrain from selling Registrable Securities under Rule 144 of the Securities Act ("Rule 144"), and (b) shall not be obligated to file a registration statement to effect any registration, qualification or compliance pursuant to Section 2(a); for a period of up to 120 days from the date of such notice (the "Black Out Period"). During any such Black Out Period, HP shall still be entitled to register shares pursuant to Section 3 of this Agreement. notwithstanding the foregoing, (i) the Company shall not be entitled to declare a Black Out Period prior to twelve months from the end of a previous Black Out Period, and
