Common use of Black-Out Period Clause in Contracts

Black-Out Period. During any consecutive 365 day period, the Company may suspend the effectiveness of the Shelf Registration Statement on two occasions for a period of not more than 45 consecutive days if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that may require disclosure in the Shelf Registration Statement and the Board of Directors of the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its shareholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In such a case, the Company shall promptly notify the Holders of the suspension of the Shelf Registration Statements' effectiveness, provided that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Board of Directors of the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation or termination of the possible acquisition or business combination or other transaction, business development or event, or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement pursuant to this Section 4(c) shall cease and the Company shall promptly comply with Section 6(c)(ii) hereof and notify the Holders that disposition of Transfer Restricted Securities may be resumed.

Black-Out Period. During any consecutive 365 day period, the Company may suspend the effectiveness of the Shelf Registration Statement on two occasions for a period of not more than 45 consecutive days if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that may require disclosure in the Shelf Registration Statement and the Board of Directors of the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its shareholders stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In such a case, the Company shall promptly notify the Holders of the suspension of the Shelf Registration Statements' Statements effectiveness, provided that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Board of Directors of the Company determines in good faith that such acquisition or business combination or other transaction, business development or event even should remain confidential. Upon the abandonment, consummation consummation, or termination of the possible acquisition or business combination or other transaction, business development or event, or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement pursuant to this Section 4(c) shall cease and the Company shall promptly comply with Section 6(c)(ii) hereof and notify the Holders that disposition of Transfer Restricted Registrable Securities may be resumed.

Black-Out Period. During any consecutive 365 day period, the Company may suspend the effectiveness of the Shelf Registration Statement on two occasions for a an aggregate period of not more than 45 90 consecutive days if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that may require disclosure in the Shelf Registration Statement and the Board of Directors of the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its shareholders stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In such a case, the Company shall promptly notify the Holders of the suspension of the Shelf Registration Statements' Statement's effectiveness, provided that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Board of Directors of the Company determines in good faith that such acquisition or business combination or other transaction, business development or event even should remain confidential. Upon the abandonment, consummation consummation, or termination of the possible acquisition or business combination or other transaction, business development or event, or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement pursuant to this Section 4(c) 4 shall cease and the Company shall promptly comply with Section 6(c)(ii6(a)(ii) hereof and notify the Holders that disposition of Transfer Restricted Registrable Securities may be resumed.

Black-Out Period. During any consecutive 365 day period, the Company may suspend the effectiveness of the Shelf Registration Statement on up to two occasions for a period of not more than 45 consecutive days (whereafter a Registration Default shall occur) if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that may require disclosure in the Shelf Registration Statement and the Board of Directors of the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its shareholders stockholders or obtaining any financial statements relating to an a possible acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In such a case, the Company shall promptly notify the Holders of the suspension of the Shelf Registration Statements' Statement's effectiveness, provided that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Board of Directors of the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation consummation, or termination of the possible acquisition or business combination or other transaction, business development or event, or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement pursuant to this Section 4(c) shall cease and the Company shall promptly comply with Section 6(c)(ii) hereof and notify the Holders that disposition of Transfer Restricted Securities may be resumed. The Company shall extend the relevant period set forth in Section 4(a) during which it is required to keep the Shelf Registration Statement effective by the number of days the use of the Shelf Registration Statement is suspended pursuant to this Section 4(c).

Black-Out Period. During any consecutive 365 day period, the Company may ---------------- suspend the effectiveness of the Shelf Registration Statement on two occasions for a period of not more than 45 consecutive days if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that may require disclosure in the Shelf Registration Statement and the Board of Directors of the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its shareholders stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In such a case, the Company shall promptly notify the Holders of the suspension of the Shelf Registration Statements' Statements effectiveness, provided that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Board of Directors of the Company determines in good faith that such acquisition or business combination or other transaction, business development or event even should remain confidential. Upon the abandonment, consummation consummation, or termination of the possible acquisition or business combination or other transaction, business development or event, or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement pursuant to this Section 4(c) shall cease and the Company shall promptly comply with Section 6(c)(ii) hereof and notify the Holders that disposition of Transfer Restricted Registrable Securities may be resumed.

Black-Out Period. During any consecutive 365 day period, the Company Holdings may suspend the effectiveness of the Shelf Registration Statement on two occasions for a period of not more than 45 consecutive days if there is a possible acquisition or business combination or other transaction, business development or event involving the Company Holdings that may require disclosure in the Shelf Registration Statement and the Board of Directors of the Company Holdings determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company Holdings and its shareholders stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In such a case, the Company Holdings shall promptly notify the Holders of the suspension of the Shelf Registration Statements' Statements effectiveness, provided that such notice shall not require the Company Holdings to disclose the possible acquisition or business combination or other transaction, business development or event if the Board of Directors of the Company Holdings determines in good faith that such acquisition or business combination or other transaction, business development or event even should remain confidential. Upon the abandonment, consummation consummation, or termination of the possible acquisition or business combination or other transaction, business development or event, or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement pursuant to this Section 4(c) 5 shall cease and the Company Holdings shall promptly comply with Section 6(c)(ii7(a)(2) hereof and notify the Holders that disposition of Transfer Restricted Registrable Securities may be resumed. Notwithstanding anything to the contrary in this Agreement, however, Holdings may not suspend the effectiveness of the Shelf Registration Statement or permit any such suspension to continue at any time after 45 days before the expiration of the Warrants.

Black-Out Period. During any consecutive 365 day period, the Company Holdings may suspend the effectiveness of the Shelf Registration Statement on for up to two occasions for a period of not more than 45 consecutive days 45- day periods if there is a possible acquisition or business combination or other transaction, business development or event involving the Company Holdings that may require disclosure in the Shelf Registration Statement and the Board of Directors of the Company Holdings determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company Holdings and its shareholders stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In such a case, the Company Holdings shall promptly notify the Holders of the suspension of the Shelf Registration Statements' Statement's effectiveness, provided that such notice shall not require the Company Holdings to disclose the possible acquisition or business combination or other transaction, business development or event if the Board of Directors of the Company Holdings determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation consummation, or termination of the possible acquisition or business combination or other transaction, business development or event, or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement pursuant to this Section 4(c) 5 shall cease and the Company Holdings shall promptly comply with Section 6(c)(ii7(a)(2) hereof and notify the Holders that disposition of Transfer Restricted Registrable Securities may be resumed. Notwithstanding anything to the contrary in this Agreement, however, Holdings may not suspend the effectiveness of the Shelf Registration Statement or permit any such suspension to continue at any time after 45 days before the expiration of the Warrants.

Black-Out Period. During any consecutive 365 day period, the Company may suspend the effectiveness of the Shelf Registration Statement on up to two occasions for a period of not more than 45 consecutive days 45-day periods if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that may require disclosure in the Shelf Registration Statement and the Board of Directors of the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its shareholders stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In such a case, the Company shall promptly notify the Holders of the suspension of the Shelf Registration Statements' Statement’s effectiveness, provided that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Board of Directors of the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation consummation, or termination of the possible acquisition or business combination or other transaction, business development or event, or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement pursuant to this Section 4(c) 5 shall cease and the Company shall promptly comply with Section 6(c)(ii7(b)(ii) hereof and notify the Holders that disposition of Transfer Restricted Securities may be resumed.

Black-Out Period. During any consecutive 365 day period, the Company may suspend the effectiveness of the Shelf Registration Statement on two occasions for a an aggregate period of not more than 45 90 consecutive days if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that may require disclosure in the Shelf Registration Statement and the Board of Directors of the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its shareholders stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable. In such a case, the Company shall promptly notify the Holders of the suspension of the Shelf Registration Statements' Statement's effectiveness, provided that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Board of Directors of the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation consummation, or termination of the possible acquisition or business combination or other transaction, business development or event, or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Shelf Registration Statement pursuant to this Section 4(c) 4 shall cease and the Company shall promptly comply with Section 6(c)(ii6(a)(ii) hereof and notify the Holders that disposition of Transfer Restricted Registrable Securities may be resumed.