Common use of Black-Out Periods Clause in Contracts

Black-Out Periods. If, at any time during which a prospectus for a Required Registration is required to be delivered in connection with the sale of any Registrable Securities, the Company reasonably determines in good faith and upon the advice of its outside legal counsel that a development has occurred or a condition exists as a result of which the prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an amendment to the prospectus or registration statement, a supplement to the applicable registration statement and related prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be materially premature or materially injurious to the consummation of the transaction, the Company will promptly so notify in writing the holders of the Registrable Securities included in the Required Registration. Upon receipt of such notification, such holders and their affiliates will immediately suspend all offers and sales of Registrable Securities pursuant to such registration statement. In such event, the Company will amend or supplement the applicable registration statement and related prospectus or make such filings or public disclosures as promptly as practicable consistent with the restrictions set forth in this Section 3 and will use its best efforts to take such other steps as may be required to permit sales of the Registrable Securities thereunder by the holders of Registrable Securities whose Registrable Securities are included in the Required Registration and its affiliates in accordance with applicable federal and state securities laws as promptly as practicable. The Company will promptly notify the holders of Registrable Securities whose Registrable Securities are included in the Required Registration after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the prospectus (as so amended or supplemented, if applicable) to the holders of Registrable Securities whose Registrable Securities are included in the Required Registration. Notwithstanding the foregoing, under no circumstances other than a Required Suspension will the Company be entitled to exercise its right to suspend offers and sales of any Registrable Securities pursuant to the Required Registration as provided in this Section 3 (x) for more one time or for a period of greater than five trading days during the 60 trading days immediately following the effectiveness of the Required Registration, (y) more than twice in the 180 trading days immediately subsequent to the 60 trading days immediately following the effectiveness of the Required Registration or for a period of greater than 60 total trading days during such 180-trading day period, or (z) more than twice or for a period greater than 60 trading days in any twelve-month period beginning after the 60 trading days immediately subsequent to the effectiveness of the Required Registration. In the

Black-Out Periods. If, at any time during which a prospectus for a Required Registration is required Notwithstanding anything herein to be delivered in connection with the sale of any Registrable Securitiescontrary, the Company reasonably determines in good faith and upon shall have the advice right to postpone the filing of its outside legal counsel that a development has occurred or a condition exists as a result of which the prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an amendment to the prospectus or registration statement, a supplement to the applicable registration statement and related prospectusthe right, exercisable from time to time by delivery of a notice authorized by the Board at such times as the Company in its good faith judgment may reasonably determine is necessary and advisable, to require the Holder not to sell pursuant to a registration statement or a filing similar document under the Exchange Securities Act filed pursuant to Section 2 or other public to suspend the use or effectiveness thereof if at the time of the delivery of such notice (i) it has determined that the use of any registration statement or similar document under the Securities Act filed pursuant to Section 2 would require the disclosure of material information and that the Company has a bona fide business purpose for preserving as confidential or the disclosure of such transaction which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, (ii) all reports required to be materially premature filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or materially injurious to (iii) the consummation of the transaction, any business combination by the Company will promptly so notify in writing has occurred or is probable for purposes of Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X under the holders Securities Act or (iv) the Company is not eligible to use Form S-3 for purposes of registering the resale of the Registrable Securities included Securities. The Company, as soon as practicable, shall (i) give the Holder prompt written notice in the Required Registration. Upon receipt of such notification, such holders and their affiliates will immediately suspend all offers and event that the Company has suspended sales of Registrable Securities pursuant to such registration statement. In such event, the Company will amend or supplement the applicable registration statement and related prospectus or make such filings or public disclosures as promptly as practicable consistent with the restrictions set forth in this Section 3 and will use its best efforts to take 3, (ii) give the Holder prompt written notice of the termination of such other steps as may be required to permit suspension of sales of the Registrable Securities thereunder and (iii) promptly file any amendment or reports necessary for any registration statement or prospectus of the Holder in connection with the completion of such event. The Holder agrees by acquisition of the holders of Registrable Securities whose Registrable Securities are included in that upon receipt of any notice from the Required Registration and its affiliates in accordance with applicable federal and state securities laws as promptly as practicable. The Company will promptly notify the holders of Registrable Securities whose Registrable Securities are included in the Required Registration after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the prospectus (as so amended or supplemented, if applicable) to the holders of Registrable Securities whose Registrable Securities are included in the Required Registration. Notwithstanding the foregoing, under no circumstances other than a Required Suspension will the Company be entitled to exercise its right to suspend offers and sales happening of any event of the kind described in this Section 3, the Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Required Registration as provided in this Section 3 (x) for more one time or for a period of greater than five trading days during registration statement relating to such Registrable Securities until the 60 trading days immediately following the effectiveness Holder’s receipt of the Required Registration, (y) more than twice in the 180 trading days immediately subsequent to the 60 trading days immediately following the effectiveness notice of the Required Registration or for a period completion of greater than 60 total trading days during such 180-trading day period, or (z) more than twice or for a period greater than 60 trading days in any twelve-month period beginning after the 60 trading days immediately subsequent to the effectiveness of the Required Registration. In theevent.

Black-Out Periods. If, at any time during which a prospectus for a Required Registration is required to be delivered in connection with the sale of any Registrable Securities, the Company reasonably determines in good faith and upon the advice of its outside legal counsel that a development has occurred or a condition exists as a result of which the prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an amendment to the prospectus or registration statement, a supplement to the applicable registration statement and related prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be materially premature or materially injurious to the consummation of the transaction, the Company will promptly so notify in writing the holders of the Registrable Securities included in the Required Registration. Upon receipt of such notification, such holders and their affiliates will immediately suspend all offers and sales of Registrable Securities pursuant to such registration statement. In such event, the Company will amend or supplement the applicable registration statement and related prospectus or make such filings or public disclosures as promptly as practicable consistent with the restrictions set forth in this Section 3 and will use its best efforts to take such other steps as may be required to permit sales of the Registrable Securities thereunder by the holders of Registrable Securities whose Registrable Securities are included in the Required Registration and its affiliates in accordance with applicable federal and state securities laws as promptly as practicable. The Company will promptly notify the holders of Registrable Securities whose Registrable Securities are included in the Required Registration after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the prospectus (as so amended or supplemented, if applicable) to the holders of Registrable Securities whose Registrable Securities are included in the Required Registration. Notwithstanding the foregoing, under no circumstances other than a Required Suspension will the Company be entitled to exercise its right to suspend offers and sales of any Registrable Securities pursuant to the Required Registration as provided in this Section 3 (x) for more one time or for a period of greater than five trading days during the 60 trading days immediately following the effectiveness of the Required Registration, (y) more than twice in the 180 trading days immediately subsequent to the 60 trading days immediately following the effectiveness of the Required Registration or for a period of greater than 60 total trading days during such 180-trading day period, or (z) more than twice or for a period greater than 60 trading days in any twelve-month period beginning after the 60 trading days immediately subsequent to the effectiveness of the Required Registration. In thethe case of any Required Suspension, the Company will use its reasonable efforts to avoid or overcome or satisfy the legal requirement and lift the resulting suspension of offers and sales pursuant to the Required Registration as soon as practicable. For purposes of this Section 3, “Required Suspension” means any suspension of offers and sales of Registrable Securities pursuant to the Required Registration which the Company is legally required to impose, which imposition it is not reasonably practicable for the Company to avoid or overcome through an amendment to the prospectus or registration statement, a supplement to the applicable registration statement and related prospectus, or a filing under the Exchange Act or other public disclosure of material information; provided that, in circumstances in which it is not reasonably practicable for the Company to avoid or overcome such imposition resulting in the existence of a Required Suspension, the Company shall use its best efforts to avoid or overcome such imposition.

Black-Out Periods. If, at any time during which a prospectus for a Required Registration Statement is required to be delivered in connection with the sale of any Registrable SecuritiesWarrant Shares, the Company reasonably determines in good faith and upon the advice of its outside legal counsel that a development has occurred or a condition exists as a result of which the prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an amendment to the prospectus or registration statementRegistration Statement, a supplement to the applicable registration statement Registration Statement and related prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be materially premature or materially injurious to the consummation of the transaction, the Company will promptly so notify in writing the holders of the Registrable Securities Warrant Shares to otherwise be included in the Required RegistrationRegistration Statement. Upon receipt of such notification, such holders and their affiliates will immediately suspend all offers and sales of Registrable Securities Warrant Shares pursuant to such registration statementRegistration Statement. In such event, the Company will use reasonable efforts to amend or supplement the applicable registration statement Registration Statement and related prospectus or make such filings or public disclosures as promptly as reasonably practicable consistent with the restrictions set forth in this Section 3 6.5 and will use its best reasonable efforts to take such other steps as may be required to permit sales of the Registrable Securities Warrant Shares thereunder by the holders of Registrable Securities Warrant Shares whose Registrable Securities Warrant Shares are to be, or are, included in the Required Registration Statement and its affiliates in accordance with applicable federal and state securities laws as promptly as reasonably practicable. The Company will promptly notify the holders of Registrable Securities Warrant Shares whose Registrable Securities Warrant Shares are to be, or are, included in the Required Registration Statement after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the prospectus (as so amended or supplemented, if applicable) or, alternatively, provide a link to the prospectus (as so amended or supplemented, if applicable) on the SEC’s XXXXX system, to the holders of Registrable Securities Warrant Shares whose Registrable Securities Warrant Shares are to be, or are, included in the Required RegistrationRegistration Statement. Notwithstanding the foregoing, under no circumstances other than a Required Suspension will the The Company shall be entitled to exercise its right under this Section to suspend offers the availability of a Registration Statement and sales of any Registrable Securities pursuant to the Required Registration as provided in this Section 3 (x) for more one time or prospectus, for a period of greater than five trading not to exceed 60 calendar days during the 60 trading days immediately following the effectiveness of the Required Registration, (ywhich need not be consecutive days) more than twice in the 180 trading days immediately subsequent to the 60 trading days immediately following the effectiveness of the Required Registration or for a period of greater than 60 total trading days during such 180any 12-trading day month period, or (z) more than twice or for provided however any suspension that shall extend beyond the period set forth above shall be deemed a period greater than 60 trading days in any twelve-month period beginning after the 60 trading days immediately subsequent to the effectiveness of the Required Registration. In thePublic Information Failure under this Agreement.

Black-Out Periods. If, at any time during which a prospectus for a Required Registration is required Notwithstanding anything herein to be delivered in connection with the sale of any Registrable Securitiescontrary, the Company reasonably determines in good faith and upon shall have the advice right to postpone the filing of its outside legal counsel that a development has occurred or a condition exists as a result of which the prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an amendment to the prospectus or registration statement, a supplement to the applicable registration statement and related prospectusthe right, exercisable from time to time by delivery of a notice authorized by the Board at such times as the Company in its good faith judgment may reasonably determine is necessary and advisable, to require the Holders not to sell pursuant to a registration statement or a filing similar document under the Exchange Securities Act filed pursuant to Section 2 or other public to suspend the use or effectiveness thereof at the time of the delivery of such notice (i) it has determined that the use of any registration statement or similar document under the Securities Act filed pursuant to Section 2 would require the disclosure of material information and that the Company has a bona fide business purpose for preserving as confidential or the disclosure of such transaction which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, (ii) all reports required to be materially premature filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or materially injurious to (iii) the consummation of the transaction, any business combination by the Company will promptly so notify in writing has occurred or is probable for purposes of Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X under the holders Securities Act or (iv) the Company is not eligible to use Form S-3 for purposes of registering the resale of the Registrable Securities included Securities. The Company, as soon as practicable, shall (i) give the Holders prompt written notice in the Required Registration. Upon receipt of such notification, such holders and their affiliates will immediately suspend all offers and event that the Company has suspended sales of Registrable Securities pursuant to such registration statement. In such event, the Company will amend or supplement the applicable registration statement and related prospectus or make such filings or public disclosures as promptly as practicable consistent with the restrictions set forth in this Section 3 and will use its best efforts to take 3, (ii) give the Holders prompt written notice of the termination of such other steps as may be required to permit suspension of sales of the Registrable Securities thereunder and (iii) promptly file any amendment or reports necessary for any registration statement or prospectus of the Holders in connection with the completion of such event. Each Holder agrees by acquisition of the holders of Registrable Securities whose Registrable Securities are included in that upon receipt of any notice from the Required Registration and its affiliates in accordance with applicable federal and state securities laws as promptly as practicable. The Company will promptly notify the holders of Registrable Securities whose Registrable Securities are included in the Required Registration after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the prospectus (as so amended or supplemented, if applicable) to the holders of Registrable Securities whose Registrable Securities are included in the Required Registration. Notwithstanding the foregoing, under no circumstances other than a Required Suspension will the Company be entitled to exercise its right to suspend offers and sales happening of any event of the kind described in this Section 3, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Required Registration as provided in this Section 3 (x) for more one time or for a period of greater than five trading days during the 60 trading days immediately following the effectiveness registration statement relating to such Registrable Securities until such Holder’s receipt of the Required Registration, (y) more than twice in the 180 trading days immediately subsequent to the 60 trading days immediately following the effectiveness notice of the Required Registration or for a period completion of greater than 60 total trading days during such 180-trading day period, or (z) more than twice or for a period greater than 60 trading days in any twelve-month period beginning after the 60 trading days immediately subsequent to the effectiveness of the Required Registration. In theevent.

Black-Out Periods. If, at any time during which a prospectus for a Required Registration Statement is required to be delivered in connection with the sale of any Registrable SecuritiesWarrant Shares, the Company reasonably determines in good faith and upon the advice of its outside legal counsel that a development has occurred or a condition exists as a result of which the prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an amendment to the prospectus or registration statementRegistration Statement, a supplement to the applicable registration statement Registration Statement and related prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be materially premature or materially injurious to the consummation of the transaction, the Company will promptly so notify in writing the holders of the Registrable Securities included Warrant Shares included, or to be included, in the Required RegistrationRegistration Statement provided, however, in no event shall any such notification contain any information which would constitute material, non-public information regarding the Company or any of its subsidiaries. Upon receipt of such notification, such holders and their affiliates will immediately suspend all offers and sales of Registrable Securities Warrant Shares pursuant to such registration statementRegistration Statement. In such event, the Company will use reasonable best efforts to amend or supplement the applicable registration statement Registration Statement and related prospectus or make such filings or public disclosures as promptly as reasonably practicable consistent with the restrictions set forth in this Section 3 6.5 and will use its reasonable best efforts to take such other steps as may be required to permit sales of the Registrable Securities Warrant Shares thereunder by the holders of Registrable Securities Warrant Shares whose Registrable Securities Warrant Shares are to be, or are, included in the Required Registration Statement and its affiliates in accordance with applicable federal and state securities laws as promptly as reasonably practicable. The Company will promptly notify the holders of Registrable Securities Warrant Shares whose Registrable Securities Warrant Shares are to be, or are, included in the Required Registration Statement after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the prospectus (as so amended or supplemented, if applicable) or, alternatively, provide a link to the prospectus (as so amended or supplemented, if applicable) on the SEC's EDXXX xystem, to the holders of Registrable Securities Warrant Shares whose Registrable Securities Warrant Shares are to be, or are, included in the Required RegistrationRegistration Statement. Notwithstanding the foregoing, under no circumstances other than a Required Suspension will the The Company shall be entitled to exercise its right under this Section to suspend offers the availability of a Registration Statement and sales of any Registrable Securities pursuant to the Required Registration as provided in this Section 3 (x) for more one time or prospectus, for a period of greater than five trading not to exceed 60 calendar days during the 60 trading days immediately following the effectiveness of the Required Registration, (ywhich need not be consecutive days) more than twice in the 180 trading days immediately subsequent to the 60 trading days immediately following the effectiveness of the Required Registration or for a period of greater than 60 total trading days during such 180any 12-trading day month period, or (z) more than twice or for provided however any suspension that shall extend beyond the period set forth above shall be deemed a period greater than 60 trading days in any twelve-month period beginning after the 60 trading days immediately subsequent to the effectiveness of the Required Registration. In thePublic Information Failure under this Agreement.

Black-Out Periods. If, at any time during which a. If a prospectus for a Required majority of the independent members of the Board (as determined in accordance with New York Stock Exchange and Commission rules and regulations) determines in its good faith judgment that the availability of the Shelf Registration is required to be delivered in connection with Statement or the sale use of any Registrable Securities, the Company reasonably determines in good faith and upon the advice of its outside legal counsel that a development has occurred or a condition exists as a result of which the related prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an amendment to the prospectus or registration statement, a supplement to the applicable registration statement and related prospectus, or a filing under the Exchange Act or other public disclosure of material information and that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice from the Company of such transaction would be materially premature or materially injurious to determination by the consummation Company’s Board, the rights of the transactionHolders to offer, the Company will promptly so notify in writing the holders of the Registrable Securities included in the Required Registration. Upon receipt of such notification, such holders and their affiliates will immediately suspend all offers and sales of sell or distribute any Registrable Securities pursuant to such registration statement. In such event, the Shelf Registration Statement or to require the Company will amend or supplement the applicable registration statement and related prospectus or make such filings or public disclosures as promptly as practicable consistent with the restrictions set forth in this Section 3 and will use its best efforts to take such other steps as may be required to permit sales of the Registrable Securities thereunder by the holders of Registrable Securities whose Registrable Securities are included in the Required Registration and its affiliates in accordance action with applicable federal and state securities laws as promptly as practicable. The Company will promptly notify the holders of Registrable Securities whose Registrable Securities are included in the Required Registration after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the prospectus (as so amended or supplemented, if applicable) respect to the holders of Registrable Securities whose Registrable Securities are included in the Required Registration. Notwithstanding the foregoing, under no circumstances other than a Required Suspension will the Company be entitled to exercise its right to suspend offers and sales registration or sale of any Registrable Securities pursuant to the Required Shelf Registration Statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 3(a) is no longer necessary and the Holders have received copies of any required amendment or supplement to the relevant prospectus, and (ii) 60 days. The Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary. b. The Company may not utilize the suspension rights under this Section 3 more than one time in any three-month period nor more than three times in any twelve-month period. Each Holder agrees by acquisition of the Registrable Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 3, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Shelf Registration Statement relating to such Registrable Securities until the expiration of the applicable suspension period as provided in this Section 3 (x) for more one time or for a period of greater than five trading days during the 60 trading days immediately following the effectiveness of the Required Registration, (y) more than twice in the 180 trading days immediately subsequent to the 60 trading days immediately following the effectiveness of the Required Registration or for a period of greater than 60 total trading days during such 180-trading day period, or (z) more than twice or for a period greater than 60 trading days in any twelve-month period beginning after the 60 trading days immediately subsequent to the effectiveness of the Required Registration. In the3.