Common use of Black-out Periods for Holders Clause in Contracts

Black-out Periods for Holders. No Holder shall offer to sell or sell any shares of Registrable Securities pursuant to the Shelf Registration Statement, and the Company shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Securities pursuant thereto, during the 30-day period (or such lesser number of days until the Company makes its next required filing under the Exchange Act) immediately following the receipt by each Holder of a certificate of an authorized officer of the Company to the effect that the Board of Directors of the Company has determined in good faith that such offer, sale, supplement or amendment is likely to require the disclosure of confidential information that would materially and adversely affect the Company. The Company may not exercise this postponement right more than once in any twelve (12) month period. Any period described in Section 3.5(a) during which Holders are not able to sell shares of Registrable Securities pursuant to the Shelf Registration Statement is herein referred to as a "black-out" period. The Company shall notify each Holder of the expiration or earlier termination of any "black-out" period (the nature and pendency of which need not be disclosed during such "black-out" period).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pinnacle Systems Inc), Stock Restriction and Registration Rights Agreement (Pinnacle Systems Inc)

AutoNDA by SimpleDocs

Black-out Periods for Holders. No Holder shall offer to sell or sell any shares of Registrable Securities pursuant to the Shelf Registration Statement, and the Company Issuer shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Securities pursuant thereto, during the 3090-day period (or such lesser number of days until the Company Issuer makes its next required filing under the Exchange Act) immediately following the receipt by each Holder of a certificate of an authorized officer of the Company Issuer to the effect that the Board of Directors of the Company Issuer has determined in good faith that such offer, sale, supplement or amendment is likely to require the disclosure of confidential information that would materially and adversely (1) interfere with or affect the Company. The Company may negotiation or completion of any transaction that is being contemplated by Issuer (whether or not exercise this postponement a final decision has been made to undertake such transaction) at the time the right more than once to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in any twelve (12) month periodthe best interest of Issuer or its stockholders. Any period described in this Section 3.5(a) 4 during which Holders are not able to sell shares of Registrable Securities pursuant to the Shelf Registration Statement is herein referred to as a "black-out" period. The Company Issuer shall notify each Holder of the expiration or earlier termination of any "black-out" period (the nature and pendency of which need not be disclosed during such "black-out" period.).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xto Energy Inc), Registration Rights Agreement (Xto Energy Inc)

AutoNDA by SimpleDocs
Time is Money Join Law Insider Premium to draft better contracts faster.