Common use of Black-Out Periods Clause in Contracts

Black-Out Periods. Notwithstanding anything in this Section 14 to the contrary, if the Company shall furnish to the Holders initiating a registration pursuant to Section 2 or Section 3 of this Agreement a certificate signed by the President or Chief Executive Officer of the Company stating that the Corporation’s board of directors has made the good faith determination (after consultation with counsel) (i) that use by the Holders of such proposed registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such registration statement of material, nonpublic information concerning any proposed material transaction involving the Company; (ii) that such premature disclosure would be materially adverse to the Company or such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely; and (iii) that it is therefore essential to defer the filing of such registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Holders to require the Company to file such registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (the “Black Out Period”) of not more than 60 days after delivery by the Company of the certificate referred to above. Notwithstanding the foregoing, (A) if the public announcement of such material transaction is made during a Black Out Period, then the Black Out Period shall terminate without any further action of the parties and the Company shall immediately notify such Holders of such termination, and (B) the Company may not exercise the right to initiate a Black Out Period more than once in any twelve month period.

Black-Out Periods. Notwithstanding anything in this Section 14 5 to the contrary, if the Company shall furnish to the Holders initiating a registration pursuant to Section 2 5(a) or Section 3 5(c) of this Agreement a certificate signed by the President or Chief Executive Officer of the Company stating that the Corporation’s board of directors Board has made the good faith determination (after consultation with counsel) (i) that use by the Holders of such proposed registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such registration statement of material, nonpublic information concerning any proposed material transaction involving the Company; (ii) that such premature disclosure would be materially adverse to the Company or such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely; and (iii) that it is therefore essential to defer the filing of such registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Holders to require the Company to file such registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (the “Black Out Period”) of not more than 60 days after delivery by the Company of the certificate referred to above. Notwithstanding the foregoing, (A) if the public announcement of such material transaction is made during a Black Out Period, then the Black Out Period shall terminate without any further action of the parties and the Company shall immediately notify such Holders of such termination, and (B) the Company may not exercise the right to initiate a Black Out Period more than once in any twelve month period.

Black-Out Periods. Notwithstanding anything in this Section 14 herein to the contrary, if the Company shall furnish have the right, exercisable from time to time by delivery of a notice authorized by the Board, on not more than two (2) occasions in any 12-month period, to require the Holders initiating not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 or Section 3 of this Agreement a certificate signed by to suspend the President or Chief Executive Officer effectiveness thereof if at the time of the Company stating that delivery of such notice, the Corporation’s board Board has considered a plan to engage no later than sixty (60) days following the date of directors such notice in a firm commitment underwritten public offering or if the Board has made the reasonably and in good faith determination (after consultation with counsel) (i) determined that use by the Holders of such proposed registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such registration statement of materialand offering, nonpublic information concerning continued effectiveness or sale would materially interfere with any proposed material transaction involving the Company; provided, however, that in no event shall the black-out period extend for more than sixty (ii60) days on any such occasion. The Company, as soon as practicable, shall (i) give the Holders prompt written notice in the event that such premature disclosure would be materially adverse to the Company or such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely; and (iii) that it is therefore essential to defer the filing of such registration statement for purposes of effecting offers or has suspended sales of Registrable Securities pursuant theretoto this Section 3, then (ii) give the right Holders prompt written notice of the completion of such offering or material transaction and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders to require in connection with the completion of such event. Each Holder agrees by acquisition of the Registrable Securities that upon receipt of any notice from the Company to file of the happening of any event of the kind described in this Section 3, such registration statement for purposes of effecting offers or sales Holder will forthwith discontinue its disposition of Registrable Securities pursuant thereto shall be suspended for a period (to the “Black Out Period”) of not more than 60 days after delivery by the Company registration statement relating to such Registrable Securities until such Holder’s receipt of the certificate referred to above. Notwithstanding the foregoing, (A) if the public announcement notice of completion of such material transaction is made during a Black Out Period, then the Black Out Period shall terminate without any further action of the parties and the Company shall immediately notify such Holders of such termination, and (B) the Company may not exercise the right to initiate a Black Out Period more than once in any twelve month periodevent.

Black-Out Periods. Notwithstanding anything in this Section 14 herein to the contrary, if (i) the Company shall furnish have the right to postpone the filing of the Shelf Registration, and from time to time to require the Holders not to sell under the Shelf Registration or to suspend the effectiveness thereof, during the period starting with the date 30 days prior to the Holders initiating a registration pursuant to Section 2 or Section 3 of this Agreement a certificate signed Company's good faith estimate, as certified in writing by the President or Chief Executive Officer an executive officer of the Company stating that to the Corporation’s board Holders, of directors has made the good faith determination (after consultation with counsel) (i) that use by the Holders proposed date of such proposed filing of a registration statement or a preliminary prospectus supplement relating to an existing shelf registration statement, in either case, pertaining to an underwritten public offering of equity securities of the Company for purposes the account of effecting offers or sales of Registrable Securities pursuant thereto would require, under the Securities Act, premature disclosure in such registration statement of material, nonpublic information concerning any proposed material transaction involving the Company; (ii) that such premature disclosure would be materially adverse to , and ending on the Company or such proposed material transaction or would make date 90 days following the successful consummation by the Company of any such material transaction significantly less likely; and (iii) that it is therefore essential to defer the filing effective date of such registration statement for purposes or the date of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Holders to require the Company to file such registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (the “Black Out Period”) of not more than 60 days after delivery by the Company of the certificate referred to above. Notwithstanding the foregoing, (A) if the public announcement filing of such material transaction is made during a Black Out Periodprospectus supplement, then the Black Out Period provided that no black-out period pursuant to this clause (i) shall terminate without any further action of the parties and the Company shall immediately notify such Holders of such terminationextend beyond 120 days from its commencement, and (B) provided further, that the Company may not exercise the its right pursuant to initiate a Black Out Period this clause (i) more than once in any twelve 12-month period, and (ii) the Company shall be entitled to postpone the filing of the Shelf Registration, and from time to time to require the Holders not to sell under the Shelf Registration or to suspend the effectiveness thereof, but not for a period exceeding 90 days, if the Company determines, in its good faith judgment, that such registration, offering or continued effectiveness would interfere with any material financing, acquisition, disposition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries or public disclosure thereof would be required prior to the time such disclosure might otherwise be required, or when the Company is in possession of material information that it deems advisable not to disclose in a registration statement. The Company shall give the Holders prompt notice in the event that the Company has exercised any right pursuant to this Section 2(b).

Black-Out Periods. Notwithstanding anything to the contrary in this Section 14 to the contraryAgreement, if the Company shall furnish to may delay the filing or effectiveness of a Registration Statement, other than the Initial Registration Statement, or by written notice require that the Holders initiating a registration pursuant to Section 2 or Section 3 of this Agreement a certificate signed by the President or Chief Executive Officer of the Company stating that the Corporation’s board of directors has made the good faith determination (after consultation with counsel) (i) that use by the Holders of such proposed registration statement for purposes of effecting offers or immediately cease sales of Registrable Securities (for a period not to exceed thirty (30) consecutive days in any one instance and for a period not to exceed sixty (60) calendar days in any twelve-month period (a "BLACK-OUT PERIOD")) pursuant thereto to a Registration Statement at any time that (i) the Company becomes engaged in a business activity or negotiation which is not disclosed in a Registration Statement (or the prospectus included therein) which the Company reasonably believes must be disclosed therein under applicable law and which the Company desires to keep confidential for business purposes, (ii) the Company determines that a particular disclosure so determined to be required to be disclosed therein would require, be premature or would adversely affect the Company or its business or prospects or (iii) the Registration Statement can no longer be used under the existing rules and regulations promulgated under the Securities ActAct (each of (i), premature disclosure in such registration statement of material, nonpublic information concerning any proposed material transaction involving the Company; (ii) that such premature disclosure would or (iii), a "MATERIAL CONDITION"). The Company shall not be materially adverse required to disclose to the Company Holders which of the reasons specified in (i), (ii) or such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely; and (iii) above is the basis for requiring a suspension of sales due to the occurrence of a Material Condition. The Company will use all commercially reasonable efforts to ensure that the use of the Registration Statement (and the prospectus included therein) may be resumed as soon as it is therefore essential to defer the filing of such registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto, then the right of the Holders to require the Company to file such registration statement for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (the “Black Out Period”) of not more than 60 days after delivery by the Company of the certificate referred to above. Notwithstanding the foregoing, (A) if the public announcement of such material transaction is made during a Black Out Period, then the Black Out Period shall terminate without any further action of the parties and the Company shall immediately notify such Holders of such termination, and (B) the Company may not exercise the right to initiate a Black Out Period more than once in any twelve month periodpracticable.