Common use of Black-Out Periods for Securities Holders Clause in Contracts

Black-Out Periods for Securities Holders. (a) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf during the 60-day period immediately following the effective date of any Registration Statement filed by the Company in respect of a Company Public Sale Event. (b) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf, and the Company shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Common or Registrable Litigation Shares pursuant thereto, during the 90-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 Securities 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 (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company or its stockholders. If any proposed sale is so postponed as provided herein, Securities Holders having filed the Notice of Offering pursuant to subsection 3.2 to which the deferral relates may, within 30 days after receipt of the notice of postponement, advise the Company in writing that it has determined to withdraw its request for registration, and such demand registration request shall be deemed to be withdrawn and such request shall be deemed not have been exercised for purposes of determining whether such holders retain the right to demand registrations pursuant to Section 3.2(c). Any period described in subsection 5.1(a) or 5.1(b) during which Securities Holders are not able to sell shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf is herein referred to as a "black-out" period. The Company shall notify each Securities 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). (c) The period during which the Company is required pursuant to subsection 3.1(a) or 3.1(b), respectively, to keep the Shelf Registration Statement or the Litigation Shelf continuously effective shall be extended by a number of days equal to the number of days, if any, of any "black-out" period applicable to Securities Holders pursuant to this subsection 5.1 occurring during such period, plus a number of days equal to the number of days during such period, if any, of any period during which the Securities Holders are unable to sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf as a result of the happening of any event of the nature described in subsection 6.3(c)(ii), 6.3(c)(iii) or 6.3(c)(v).

Black-Out Periods for Securities Holders. (a) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf any Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf during the 60-day period immediately following the effective date of any Registration Statement filed by the Company in respect of a Company Public Sale Event. (b) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf any Registration Statement or Registrable Litigation Shares pursuant to the Litigation ShelfStatement, and the Company shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Common or Registrable Litigation Shares pursuant thereto, during the 90-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 Securities 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 (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company or its stockholders. If any proposed sale is so postponed as provided herein, Securities Holders having filed the Notice of Offering pursuant to subsection 2.2 or 3.2 to which the deferral relates may, within 30 days after receipt of the notice of postponement, advise the Company in writing that it has determined to withdraw its request for registration, and such demand registration request shall be deemed to be withdrawn and such request shall be deemed not to have been exercised for purposes of determining whether such holders retain the right to demand registrations pursuant to Section 2.2(c) or 3.2(c). Any period described in subsection 5.1(a5.l(a) or 5.1(b5.l(b) during which Securities Holders are not able to sell shares of Registrable Common pursuant to the Shelf a Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf is herein referred to as a "black-black- out" period. The Company shall notify each Securities 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). (c) The period during which the Company is required pursuant to subsection 3.1(a) or 3.1(b)2.l, respectively, to keep the Shelf Registration Statement or the Litigation Shelf continuously effective shall be extended by a number of days equal to the number of days, if any, of any "black-out" period applicable to Securities Holders pursuant to this subsection 5.1 occurring during such period, plus a number of days equal to the number of days during such period, if any, of any period during which the Securities Holders are unable to sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf as a result of the happening of any event of the nature described in subsection subsections 6.3(c)(ii), 6.3(c)(iii) or 6.3(c)(v). (d) Notwithstanding any provision to the contrary in this Section 5.1, (i) none of the "black-out" periods described in subsections 5.1 (a) and 5.1(b) shall apply to the Other Holders for a period of 180 days from the expiration of the 180th day after the Closing Date and 90 days after the one year anniversary of the Closing Date, and such 180-day period and 90-day period shall not be deemed to run, and thus the number of days remaining in such period shall not be reduced, during any time in which the Shelf Registration Statement is not effective, and (ii) during any twelve-month period, the application of subsections 5.1(a) and 5.1(b) shall not leave Security Holders with fewer than 270 days on which they may offer to sell and/or sell shares of Registrable Common.

Black-Out Periods for Securities Holders. (a) No Securities Holder shall offer to sell or sell any shares of Registrable Registerable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf during the 60-day period immediately following the effective date of any Registration Statement filed by the Company in respect of a Company Public Sale Event. (b) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation ShelfDemand Registration, and the Company shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Registerable Common or Registrable Litigation Shares pursuant thereto, during the 90-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 Securities 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 and for valid business reasons requested that such offer, sale, supplement or amendment is likely to (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company or its stockholders. If any proposed sale is so postponed as provided herein, Securities Holders having filed refrain from selling shares of Registerable Common; PROVIDED, HOWEVER, that the Notice identity of Offering pursuant to subsection 3.2 to which the deferral relates may, within 30 days after receipt a potential purchaser or purchasers of the notice of postponement, advise the Company in writing that it has determined to withdraw its request for registration, and such demand registration request Registerable Common from a Securities Holder shall be deemed to be withdrawn and such request shall be deemed not have been exercised for purposes of determining whether such holders retain the right to demand registrations pursuant to Section 3.2(c)constitute a valid business reason. Any period described in this subsection 5.1(a) or 5.1(b4.1(a) during which Securities Holders are not able to sell shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf is herein referred to as a "black-out" period. The Company shall notify each Securities 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). (cb) The period during which the Company is required pursuant to subsection 3.1(a) or 3.1(b), respectively, 2.2 to keep the Shelf any Demand Registration Statement or the Litigation Shelf continuously effective shall be extended by a number of days equal to the number of days, if any, of any "black-out" period applicable to Securities Holders pursuant to this subsection 5.1 4.1 occurring during such period, plus a number of days equal to the number of days during such period, if any, of any period during which the Securities Holders are unable to sell any shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf as a result of the happening of any event of the nature described in subsection 6.3(c)(ii5.3(c)(ii), 6.3(c)(iii5.3(c)(iii) or 6.3(c)(v5.3(c)(v).

Black-Out Periods for Securities Holders. (a) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf any Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf during the 60-day period immediately following the effective date of any Registration Statement filed by the Company in respect of a Company Public Sale Event. (b) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf any Registration Statement or Registrable Litigation Shares pursuant to the Litigation ShelfStatement, and the Company shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Common or Registrable Litigation Shares pursuant thereto, during the 90-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 Securities 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 (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company or its stockholders. If any proposed sale is so postponed as provided herein, Securities Holders having filed the Notice of Offering pursuant to subsection 2.2 or 3.2 to which the deferral relates may, within 30 days after receipt of the notice of postponement, advise the Company in writing that it has determined to withdraw its request for registration, and such demand registration request shall be deemed to be withdrawn and such request shall be deemed not to have been exercised for purposes of determining whether such holders retain the right to demand registrations pursuant to Section 2.2(c) or 3.2(c). Any period described in subsection 5.1(a5.l(a) or 5.1(b5.l(b) during which Securities Holders are not able to sell shares of Registrable Common pursuant to the Shelf a Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf is herein referred to as a "black-out" period. The Company shall notify each Securities 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). (c) The period during which the Company is required pursuant to subsection 3.1(a) or 3.1(b)2.l, respectively, to keep the Shelf Registration Statement or the Litigation Shelf continuously effective shall be extended by a number of days equal to the number of days, if any, of any "black-out" period applicable to Securities Holders pursuant to this subsection 5.1 occurring during such period, plus a number of days equal to the number of days during such period, if any, of any period during which the Securities Holders are unable to sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf as a result of the happening of any event of the nature described in subsection subsections 6.3(c)(ii), 6.3(c)(iii) or 6.3(c)(v). (d) Notwithstanding any provision to the contrary in this Section 5.1, (i) none of the "black-out" periods described in subsections 5.1 (a) and 5.1(b) shall apply to the Other Holders for a period of 180 days from the expiration of the 180th day after the Closing Date and 90 days after the one year anniversary of the Closing Date, and such 180-day period and 90-day period shall not be deemed to run, and thus the number of days remaining in such period shall not be reduced, during any time in which the Shelf Registration Statement is not effective, and (ii) during any twelve-month period, the application of subsections 5.1(a) and 5.1(b) shall not leave Security Holders with fewer than 270 days on which they may offer to sell and/or sell shares of Registrable Common.

Black-Out Periods for Securities Holders. (a) No Securities Holder shall offer to sell or sell any shares of Registrable Registerable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf during the 60-day period immediately following the effective date of any Registration Statement filed by the Company in respect of a Company Public Sale Event. (b) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation ShelfDemand Registration, and the Company shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Registerable Common or Registrable Litigation Shares pursuant thereto, during the 90-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 Securities 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 and for valid business reasons requested that such offer, sale, supplement or amendment is likely to (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company or its stockholders. If any proposed sale is so postponed as provided herein, Securities Holders having filed refrain from selling shares of Registerable Common; provided, however, that the Notice identity of Offering pursuant to subsection 3.2 to which the deferral relates may, within 30 days after receipt a potential purchaser or purchasers of the notice of postponement, advise the Company in writing that it has determined to withdraw its request for registration, and such demand registration request Registerable Common from a Securities Holder shall be deemed to be withdrawn and such request shall be deemed not have been exercised for purposes of determining whether such holders retain the right to demand registrations pursuant to Section 3.2(c)constitute a valid business reason. Any period described in this subsection 5.1(a) or 5.1(b4.1(a) during which Securities Holders are not able to sell shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf is herein referred to as a "black-out" period. The Company shall notify each Securities 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). (cb) The period during which the Company is required pursuant to subsection 3.1(a) or 3.1(b), respectively, 2.2 to keep the Shelf any Demand Registration Statement or the Litigation Shelf continuously effective shall be extended by a number of days equal to the number of days, if any, of any "black-out" period applicable to Securities Holders pursuant to this subsection 5.1 4.1 occurring during such period, plus a number of days equal to the number of days during such period, if any, of any period during which the Securities Holders are unable to sell any shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf as a result of the happening of any event of the nature described in subsection 6.3(c)(ii5.3(c) (ii), 6.3(c)(iii5.3(c) (iii) or 6.3(c)(v5.3(c)(v).

Black-Out Periods for Securities Holders. (a) No Securities Holder shall offer to sell or sell any shares of Registrable Registerable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf during the 60-day period immediately following the effective date of any Registration Statement filed by the Company in respect of a Company Public Sale Event. (b) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation ShelfDemand Registration, and the Company shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Registerable Common or Registrable Litigation Shares pursuant thereto, during the 90-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 Securities 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 and for valid business reasons requested that such offer, sale, supplement or amendment is likely to (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company or its stockholders. If any proposed sale is so postponed as provided herein, Securities Holders having filed refrain from selling shares of Registerable Common; provided, however, that the Notice identity of Offering pursuant to subsection 3.2 to which the deferral relates may, within 30 days after receipt a potential purchaser or purchasers of the notice of postponement, advise the Company in writing that it has determined to withdraw its request for registration, and such demand registration request Registerable Common from a Securities Holder shall be deemed to be withdrawn and such request shall be deemed not have been exercised for purposes of determining whether such holders retain the right to demand registrations pursuant to Section 3.2(c)constitute a valid business reason. Any period described in this subsection 5.1(a) or 5.1(b4.1(a) during which Securities Holders are not able to sell shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf is herein referred to as a "black-out" period. The Company shall notify each Securities 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). (cb) The period during which the Company is required pursuant to subsection 3.1(a) or 3.1(b), respectively, 2.2 to keep the Shelf any Demand Registration Statement or the Litigation Shelf continuously effective shall be extended by a number of days equal to the number of days, if any, of any "black-out" period applicable to Securities Holders pursuant to this subsection 5.1 4.1 occurring during such period, plus a number of days equal to the number of days during such period, if any, of any period during which the Securities Holders are unable to sell any shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf as a result of the happening of any event of the nature described in subsection 6.3(c)(ii5.3(c)(ii), 6.3(c)(iii5.3(c)(iii) or 6.3(c)(v5.3(c)(v).

Black-Out Periods for Securities Holders. (a) No Securities Holder shall offer to sell or sell any shares of Registrable Registerable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf during the 60-day period immediately following the effective date of any Registration Statement filed by the Company in respect of a Company Public Sale Event. (b) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation ShelfDemand Registration, and the Company shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Registerable Common or Registrable Litigation Shares pursuant thereto, during the 90-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 Securities 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 and for valid business reasons requested that such offer, sale, supplement or amendment is likely to (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company or its stockholders. If any proposed sale is so postponed as provided herein, Securities Holders having filed refrain from selling shares of Registerable Common; provided, however, that -------- ------- the Notice identity of Offering pursuant to subsection 3.2 to which the deferral relates may, within 30 days after receipt a potential purchaser or purchasers of the notice of postponement, advise the Company in writing that it has determined to withdraw its request for registration, and such demand registration request Registerable Common from a Securities Holder shall be deemed to be withdrawn and such request shall be deemed not have been exercised for purposes of determining whether such holders retain the right to demand registrations pursuant to Section 3.2(c)constitute a valid business reason. Any period described in this subsection 5.1(a) or 5.1(b4.1(a) during which Securities Holders are not able to sell shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf is herein referred to as a "black-out" period. The Company shall notify each Securities 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). (cb) The period during which the Company is required pursuant to subsection 3.1(a) or 3.1(b), respectively, 2.2 to keep the Shelf any Demand Registration Statement or the Litigation Shelf continuously effective shall be extended by a number of days equal to the number of days, if any, of any "black-out" period applicable to Securities Holders pursuant to this subsection 5.1 4.1 occurring during such period, plus a number of days equal to the number of days during such period, if any, of any period during which the Securities Holders are unable to sell any shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf as a result of the happening of any event of the nature described in subsection 6.3(c)(ii5.3(c)(ii), 6.3(c)(iii5.3(c)(iii) or 6.3(c)(v5.3(c)(v).

Black-Out Periods for Securities Holders. (a) No Securities Holder shall offer to sell or sell any shares of Registrable Registerable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf during the 60-day period immediately following the effective date of any Registration Statement filed by the Company in respect of a Company Public Sale Event. (b) No Securities Holder shall offer to sell or sell any shares of Registrable Common pursuant to the Shelf Registration Statement or Registrable Litigation Shares pursuant to the Litigation ShelfDemand Registration, and the Company shall not be required to supplement or amend any Registration Statement or otherwise facilitate the sale of Registrable Registerable Common or Registrable Litigation Shares pursuant thereto, during the 90-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 Securities 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 and for valid business reasons requested that such offer, sale, supplement or amendment is likely to (1) interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company or its stockholders. If any proposed sale is so postponed as provided herein, Securities Holders having filed refrain from selling shares of Registerable Common; provided, however, that the Notice identity of Offering pursuant to subsection 3.2 to which the deferral relates may, within 30 days after receipt a potential purchaser or purchasers of the notice of postponement, advise the Company in writing that it has determined to withdraw its request for registration, and such demand registration request Registerable Common from a Securities Holder shall be deemed to be withdrawn and such request shall be deemed not have been exercised for purposes of determining whether such holders retain the right to demand registrations pursuant to Section 3.2(c)constitute a valid business reason. Any period described in this subsection 5.1(a) or 5.1(b4.1(a) during which Securities Holders are not able to sell shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf is herein referred to as a "black-out" period. The Company shall notify each Securities 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). (ca) The period during which the Company is required pursuant to subsection 3.1(a) or 3.1(b), respectively, 2.2 to keep the Shelf any Demand Registration Statement or the Litigation Shelf continuously effective shall be extended by a number of days equal to the number of days, if any, of any "black-out" period applicable to Securities Holders pursuant to this subsection 5.1 4.1 occurring during such period, plus a number of days equal to the number of days during such period, if any, of any period during which the Securities Holders are unable to sell any shares of Registrable Registerable Common pursuant to the Shelf a Demand Registration Statement or Registrable Litigation Shares pursuant to the Litigation Shelf as a result of the happening of any event of the nature described in subsection 6.3(c)(ii5.3(c) (ii), 6.3(c)(iii5.3(c) (iii) or 6.3(c)(v5.3(c)(v).