Common use of Black-Out Period Clause in Contracts

Black-Out Period. The Company may, by notice given to all Selling Stockholders under the Resale Registration, require such Selling Stockholders not to make any sale of Eligible Securities pursuant to the registration statement for the Resale Registration if (i) in the opinion of counsel for the Company, (x) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (y) the disclosure of such Non-Public Information would adversely affect the Company or (ii) such sale would occur during the measurement period (a "Measurement Period") for determining the amount of Common Stock, or the amount of any other consideration the amount of which will be based on the price of the Common Stock, in connection with the acquisition of a business or assets by the Company. In the event the sales under the Resale Registration are deferred because of the existence of Non-Public Information, the Company will notify the Selling Stockholders promptly upon such Non-Public Information being included by the Company in a filing with the SEC, being otherwise disclosed to the public (other than through the actions of a Selling Stockholder) or ceasing to be material to the Company, and upon such notice being given by the Company, the Selling Stockholders shall again be entitled to sell Eligible Securities pursuant to the Resale Registration. In the event such sales are deferred because it is proposed to be made during a Measurement Period, the Company shall specify, in notifying the Selling Stockholders of the deferral of its sale, when the Measurement Period will end, at which time the Selling Stockholders shall again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the Measurement Period is thereafter changed, the Company will promptly notify the Selling Stockholders of such change and upon the end of the Measurement Period as so changed, the Selling Stockholders will again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the acquisition agreement to which such Measurement Period relates is terminated prior to the end of the Measurement Period, the deferral period hereunder shall end immediately and the Company will notify the Selling Stockholders of the end of the deferral period. The Company may defer proposed sales of Eligible Securities pursuant to this Section 3.5 for not more than a total of 60 days in any 365-day period.

Black-Out Period. The Company maySubject to the provisions of Section ---------------- 7, following the effectiveness of a Registration Statement (and the filings with any state securities commissions), the Company, by written notice given to all Selling Stockholders under the Resale RegistrationPlacement Agent and to the Holders as described below, require such Selling Stockholders not may direct the Holders to make any sale suspend sales of Eligible Securities the Registrable Shares pursuant to the registration statement for Registration Statement if any of the Resale Registration if following events (each a "Suspension Event") shall occur: (i) in an Underwritten Offering by the opinion of counsel Company (whether or not for the Company, (x) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (y) the disclosure account of such Non-Public Information would adversely affect the Company or others) where the Company is advised by the representative of underwriters for such Underwritten Offering that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on such Underwritten Offering; (ii) such sale would occur during the measurement period (a "Measurement Period") for determining the amount of Common Stockpending negotiations relating to, or consummation of, a transaction or the amount occurrence of any other consideration the amount an event that requires additional disclosure of which will be based on the price of the Common Stock, in connection with the acquisition of a business or assets by the Company. In the event the sales under the Resale Registration are deferred because of the existence of Non-Public Information, the Company will notify the Selling Stockholders promptly upon such Non-Public Information being included material information by the Company in the Registration Statement and which has not been so disclosed; (iii) a filing with material corporate transaction is pending or has occurred, the SECdisclosure of which should be set forth in the Registration Statement and the Board of Directors of the Company shall have determined in good faith that such disclosure would not then be in the best interests of the Company and its stockholders; or (iv) any of the events described in Section 5.5 (ii), being otherwise disclosed (iii) or (iv). Upon the occurrence of a Suspension Event, the Company shall use its best efforts to remedy the cause of the Suspension Event so as to permit the Holders to resume sales of the Registrable Shares (including, as applicable, using its best efforts to cause the Registration Statement to become effective and/or promptly amending or supplementing the Registration Statement on a post-effective basis so that it contains no material misstatements or omissions); provided, however, that in the case of the Suspension Event referenced in clause (iii) immediately above, the Company may delay such remediation during, but only during, such non-disclosure period as the Company's Board of Directors determines in good faith is in the Company's best interest. Upon the occurrence of a Suspension Event, the Company shall give written notice (a "Suspension Notice") to the public Holders (other than through with a copy to the actions Placement Agent) to suspend sales of the Registrable Shares so that the Company may remedy the cause of the Suspension Event; provided, however, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to remedy the cause of the Suspension Event as promptly as possible. The Holders shall not effect any sales of Registrable Shares pursuant to such Registration Statement at any time after receipt of a Selling Stockholder) or ceasing Suspension Notice from the Company (and prior to be material to the Company, and upon such notice being given receipt of an End of Suspension Notice (defined below)). If so requested by the Company, the Selling Stockholders shall again be entitled Holders will deliver to sell Eligible Securities the Company (at the expense of the Company) all copies in their possession, other than permanent file copies then in the Holders' possession, of the Prospectus covering such Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration. In Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the event such sales are deferred because it is proposed to Company, which End of Suspension Notice shall be made during a Measurement Period, given by the Company shall specify, in notifying the Selling Stockholders of the deferral of its sale, when the Measurement Period will end, at which time the Selling Stockholders shall again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the Measurement Period is thereafter changed, the Company will promptly notify the Selling Stockholders of such change and upon the end of the Measurement Period as so changed, the Selling Stockholders will again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the acquisition agreement to which such Measurement Period relates is terminated prior to the end of the Measurement Period, the deferral period hereunder shall end immediately Holders and the Company will notify Placement Agent promptly following the Selling Stockholders conclusion of the end of the deferral period. The Company may defer proposed sales of Eligible Securities pursuant to this Section 3.5 for not more than a total of 60 days in any 365-day periodSuspension Event.

Black-Out Period. The Company maySubject to the provision of this Section 6, following ---------------- --------- the effectiveness of a Registration Statement (and the filings with any state securities commissions), the Company, by written notice given to all Selling Stockholders under the Resale RegistrationHolders, require such Selling Stockholders not may direct the Holders to make any sale suspend sales of Eligible Securities the Registrable Shares pursuant to the registration statement for Registration Statement, if either of the Resale Registration if following events shall occur: (i) the Board of Directors of the Company determines in good faith that sales pursuant to such Registration Statement would be inadvisable or not in the opinion best interests of counsel for the Company, (x) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (y) the disclosure of such Non-Public Information would adversely affect the Company or (ii) the suspension of sales is necessary to correct a material misstatement or omission in the applicable Registration Statement. Upon the occurrence of such sale would occur during event, the measurement period Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Shares. In the case of an event which causes the Company to suspend the effectiveness of a Registration Statement (a "Measurement PeriodSuspension Event") for determining the amount of Common Stock, or the amount of any other consideration the amount of which will be based on the price of the Common Stock, in connection with the acquisition of a business or assets by the Company. In the event the sales under the Resale Registration are deferred because of the existence of Non-Public Information), the Company will notify may give written notice (a "Suspension Notice") to the Selling Stockholders promptly upon such Non-Public Information being included by Holders at the addresses set forth in the stock transfer records of the Company in to suspend sales of the Registrable Shares so that the Company may amend or update the Registration Statement; provided, however, that such suspension shall continue only for so -------- ------- long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. In no case shall a suspension of sales pursuant to this Section 6 (which term shall include for this purpose any --------- deferral of filing with or declaration of effectiveness of the SEC, being otherwise disclosed applicable registration statement pursuant to Section 3(b)(iii)) continue for a total of ----------------- more than 180 days out of any 365-day period. The Holders shall not effect any sales of the public (other than through the actions Registrable Shares pursuant to such Registration Statement at any time after receipt of a Selling Stockholder) or ceasing Suspension Notice from the Company (and prior to be material to the Company, and upon such notice being given receipt of an End of Suspension Notice (defined below)). If so requested by the Company, the Selling Stockholders shall again be entitled Holders will deliver to sell Eligible Securities the Company (at the expense of the Company) all copies in their possession, other than permanent file copies then in the Holders' possession, of the Prospectus covering such Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration. In Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the event such sales are deferred because it is proposed to Company, which End of Suspension Notice shall be made during a Measurement Period, given by the Company shall specify, in notifying the Selling Stockholders of the deferral of its sale, when the Measurement Period will end, at which time the Selling Stockholders shall again be entitled to sell Eligible Securities pursuant to the Resale Registration. If Holders in the Measurement Period is thereafter changed, manner described above promptly following the Company will promptly notify the Selling Stockholders conclusion of such change and upon the end of the Measurement Period as so changed, the Selling Stockholders will again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the acquisition agreement to which such Measurement Period relates is terminated prior to the end of the Measurement Period, the deferral period hereunder shall end immediately and the Company will notify the Selling Stockholders of the end of the deferral period. The Company may defer proposed sales of Eligible Securities pursuant to this Section 3.5 for not more than a total of 60 days in any 365-day periodSuspension Event.

Black-Out Period. The Company may, by notice given to all Selling Stockholders under the Resale Registration, require such Selling Stockholders not to make any sale of Eligible Securities pursuant to the registration statement for the Resale Registration if (i) in the opinion of counsel for the Company, (x) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (y) the disclosure of such Non-Public Information would adversely affect the Company or (ii) such sale would occur during the measurement period (a "Measurement Period") for determining the amount of Common Stock, or the amount of any other consideration the amount of which will be based on the price of the Common Stock, in connection with the acquisition of a business or assets by the Company. In the event the sales under the Resale Registration are deferred because of the existence of Non-Public Information, the Company will notify the Selling Stockholders promptly upon such Non-Public Information being included by the Company in a filing with the SEC, being otherwise disclosed to the public (other than through the actions of a Selling Stockholder) or ceasing to be material to the Company, and upon such notice being given by the Company, the Selling Stockholders shall again be entitled to sell Eligible Securities pursuant to the Resale Registration. In the event such sales are deferred because it is proposed to be made during a Measurement Period, the Company shall specify, in notifying the Selling Stockholders of the deferral of its sale, when the Measurement Period will end, at which time the Selling Stockholders shall again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the Measurement Period is thereafter changed, the Company will promptly notify the Selling Stockholders of such change and upon the end of the Measurement Period as so changed, the Selling Stockholders will again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the acquisition agreement to which such Measurement Period relates is terminated prior to the end of the Measurement Period, the deferral period hereunder shall end immediately and the Company will notify the Selling Stockholders of the end of the deferral period. The Company may defer proposed sales of Eligible Securities pursuant to this Section 3.5 for not more than a total of 60 days in any 365-day period.

Black-Out Period. The Company may, by Hecla may provide written notice given to all Selling Stockholders under the Resale Registration, require such Selling Stockholders Great Basin and any Assignee requiring Great Basin and any Assignee not to make any sale sales of Eligible Securities the Hecla Shares pursuant to the registration statement for the Resale Registration if Statement if: (i) in the reasonable opinion of counsel for the Company, Hecla (x) securities laws applicable to such sale would require the Company Hecla to disclose material non-public information ("Non-Public Information") and (y) the disclosure of such Non-Public Information would adversely affect Hecla; (ii) in the Company reasonable opinion of Hecla such sale would interfere with a financing transaction by Hecla (a "Financing Period"); or (iiiii) such sale would occur during the measurement period between the end of a fiscal quarter and the announcement by Hecla of its earnings for that quarter (a an "Measurement Earnings Period") for determining ). The Financing Period and Earnings Period are collectively referred to herein as the amount of Common Stock, or the amount of any other consideration the amount of which will be based on the price of the Common Stock, in connection with the acquisition of a business or assets by the Company"Restricted Period". In the event sales of the sales under the Resale Registration are Hecla Shares by Great Basin and any Assignee is deferred because of the existence of Non-Public Information, the Company Hecla will notify the Selling Stockholders Great Basin and any Assignee promptly upon such Non-Public Information being included by the Company Hecla in a filing with the SEC, being otherwise disclosed to the public (other than through the actions of a Selling Stockholder) Great Basin and/or any Assignee), or ceasing to be material to the CompanyHecla, and upon such notice being given by the CompanyHecla, the Selling Stockholders Great Basin and any Assignee shall again be entitled to sell Eligible Securities pursuant to the Resale RegistrationHecla Shares as provided herein. In the event such sales are the sale by Great Basin and any Assignee of Hecla Shares is deferred because it is proposed to be made during Hecla has notified Great Basin and any Assignee of a Measurement Restricted Period, the Company Hecla shall specify, in notifying the Selling Stockholders Great Basin and any Assignee of the deferral of its saledeferral, when the Measurement Restricted Period will end, at which time the Selling Stockholders Great Basin and any Assignee shall again be entitled to sell Eligible Securities pursuant to the Resale RegistrationHecla Shares as provided herein. If the Measurement Restricted Period is thereafter changed, the Company Hecla will promptly notify the Selling Stockholders Great Basin and any Assignee of such change and upon the end of the Measurement Restricted Period as so changed, the Selling Stockholders Great Basin and any Assignee will again be entitled to sell Eligible Securities pursuant to the Resale RegistrationHecla Shares as provided herein. If the acquisition an agreement to which such Measurement Restricted Period relates is terminated prior to the end of the Measurement Restricted Period, the deferral period hereunder shall end immediately and the Company will Hecla shall promptly notify the Selling Stockholders Great Basin and any Assignee of the end of the deferral period. The Company may defer proposed sales of Eligible Securities pursuant to this Section 3.5 for not more than a total of 60 days in any 365-day period.

Black-Out Period. The Company maySubject to the provision of this SECTION 6, following the effectiveness of a Registration Statement (and the filings with any state securities commissions), the Company, by written notice given to all Selling Stockholders under the Resale RegistrationHolders, require such Selling Stockholders not may direct the Holders to make any sale suspend sales of Eligible Securities the Registrable Shares pursuant to the registration statement for Registration Statement, if either of the Resale Registration if following events shall occur: (i) the Board of Directors of the Company determines in good faith that sales pursuant to such Registration Statement would be inadvisable or not in the opinion best interests of counsel for the Company, (x) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (y) the disclosure of such Non-Public Information would adversely affect the Company or (ii) the suspension of sales is necessary to correct a material misstatement or omission in the applicable Registration Statement. Upon the occurrence of such sale would occur during event, the measurement period Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable, so as to permit the Holders to resume sales of the Registrable Shares. In the case of an event which causes the Company to suspend the effectiveness of a Registration Statement (a "Measurement PeriodSuspension Event") for determining the amount of Common Stock, or the amount of any other consideration the amount of which will be based on the price of the Common Stock, in connection with the acquisition of a business or assets by the Company. In the event the sales under the Resale Registration are deferred because of the existence of Non-Public Information), the Company will notify may give written notice (a "Suspension Notice") to the Selling Stockholders promptly upon such Non-Public Information being included by Holders at the addresses set forth in the stock transfer records of the Company in to suspend sales of the Registrable Shares so that the Company may amend or update the Registration Statement; PROVIDED, HOWEVER, that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is taking all reasonable steps to terminate suspension of the effectiveness of the Registration Statement as promptly as possible. In no case shall a suspension of sales pursuant to this SECTION 6 (which term shall include for this purpose any deferral of filing with or declaration of effectiveness of the SEC, being otherwise disclosed applicable registration statement pursuant to SECTION 3(B)(III)) continue for a total of more than 180 days out of any 365-day period. The Holders shall not effect any sales of the public (other than through the actions Registrable Shares pursuant to such Registration Statement at any time after receipt of a Selling Stockholder) or ceasing Suspension Notice from the Company (and prior to be material to the Company, and upon such notice being given receipt of an End of Suspension Notice (defined below)). If so requested by the Company, the Selling Stockholders shall again be entitled Holders will deliver to sell Eligible Securities the Company (at the expense of the Company) all copies in their possession, other than permanent file copies then in the Holders' possession, of the Prospectus covering such Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration. In Registration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the event such sales are deferred because it is proposed to Company, which End of Suspension Notice shall be made during a Measurement Period, given by the Company shall specify, in notifying the Selling Stockholders of the deferral of its sale, when the Measurement Period will end, at which time the Selling Stockholders shall again be entitled to sell Eligible Securities pursuant to the Resale Registration. If Holders in the Measurement Period is thereafter changed, manner described above promptly following the Company will promptly notify the Selling Stockholders conclusion of such change and upon the end of the Measurement Period as so changed, the Selling Stockholders will again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the acquisition agreement to which such Measurement Period relates is terminated prior to the end of the Measurement Period, the deferral period hereunder shall end immediately and the Company will notify the Selling Stockholders of the end of the deferral period. The Company may defer proposed sales of Eligible Securities pursuant to this Section 3.5 for not more than a total of 60 days in any 365-day periodSuspension Event.

Black-Out Period. The Following the effectiveness of a Registration Statement ---------------- (and the filings with any state securities commissions), the Company maymay direct the Holder to suspend sales of the Registrable Shares for such times as the Company reasonably may determine is necessary and advisable, by notice given to all Selling Stockholders under including the Resale Registration, require such Selling Stockholders not to make any sale of Eligible Securities pursuant to the registration statement for the Resale Registration if following events: (i) in the opinion of counsel for the Company, (x) securities laws applicable to such sale would require an Underwritten Offering by the Company to disclose material non-public information ("Non-Public Information") and (y) the disclosure of such Non-Public Information would adversely affect where the Company is advised by the representative of underwriters for such Underwritten Offering that sale of Registrable Shares under the Registration Statement would have a material adverse effect on the primary offering, or (ii) such sale would occur during the measurement period (a "Measurement Period") for determining the amount of Common Stockpending negotiations relating to, or consummation of, a transaction or the amount occurrence of any other consideration the amount an event (x) that would require additional disclosure of which will be based on the price of the Common Stock, in connection with the acquisition of a business or assets by the Company. In the event the sales under the Resale Registration are deferred because of the existence of Non-Public Information, the Company will notify the Selling Stockholders promptly upon such Non-Public Information being included material information by the Company in the Registration Statement (or such filings), (y) as to which the Company has a filing bona fide business purpose for preserving confidentiality or (z) which renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the SECRegistration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, being otherwise disclosed as applicable. In the case of an event which causes the Company to suspend the effectiveness of a Registration Statement (a "Suspension Event"), the Company may give notice (a "Suspension Notice") to the public Holders to suspend sales of the Registrable Shares so that the Company may correct or update the Registration Statement (other than through or such filings); provided, however, that such suspension shall continue only for so long as the actions Suspension Event or its effect is continuing. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it has received a Selling Stockholder) or ceasing to be material to Suspension Notice from the Company, and upon such notice being given . If so directed by the Company, the Selling Stockholders shall again be entitled Holders will deliver to sell Eligible Securities the Company all copies of the Prospectus covering the Registrable Shares held by them at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Resale RegistrationRegistration Statement (or such filings) following further notice to such effect (an "End of Suspension Notice") from the Company, which End of Suspension Notice shall be given by the Company promptly following the conclusion of any Suspension Event. In the event such sales are deferred because it is proposed to be made during a Measurement PeriodNotwithstanding Section 2 hereof, if the Company shall specify, in notifying the Selling Stockholders of the deferral of its sale, when the Measurement Period will end, at which time the Selling Stockholders shall again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the Measurement Period is thereafter changed, the Company will promptly notify the Selling Stockholders of such change and upon the end of the Measurement Period as so changed, the Selling Stockholders will again be entitled to sell Eligible Securities pursuant to the Resale Registration. If the acquisition agreement to which such Measurement Period relates is terminated prior to the end of the Measurement Period, the deferral period hereunder shall end immediately and the Company will notify the Selling Stockholders of the end of the deferral period. The Company may defer proposed sales of Eligible Securities give a Suspension --------- Notice pursuant to this Section 3.5 for not more than a total 7, the Company agrees it shall extend the period --------- during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of 60 days in any 365-day periodduring the period from the date of the giving of the Suspension Notice to and including the date when the Holders shall have retrieved the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales.