Common use of BLACK-OUT RIGHTS AND POSTPONEMENT Clause in Contracts

BLACK-OUT RIGHTS AND POSTPONEMENT. (a) The Company shall not be required to provide a Demand Registration if the Company, within the 90-day period preceding the date of a request for a Demand Registration, has effected a registration of securities in which the Requesting Investors were entitled to participate without cutback pursuant to Demand Registration rights under Article II hereof or Piggyback Registration rights under Article III hereof. (b) The Company may, upon written notice (a "Black-Out Notice") to each Requesting Investor requesting a Demand Registration, require such Requesting Investor to withdraw such Demand Registration upon the good faith determination by the Company that such postponement is necessary (i) to avoid disclosure of material non-public information or (ii) as a result of a pending material financing or acquisition transaction. In each case, each of the Requesting Investors may not request another Demand Registration for a period of up to sixty (60) days, as specified by the Company in such Black-Out Notice. The Company may only give a Black-Out Notice where the giving of such notice has been specifically approved by the Company's Board of Directors. Upon receipt of a Black-Out Notice, the Demand Registration shall be deemed to be rescinded and retracted and shall not be counted as a Demand Registration for any purpose. The Company may not deliver more than one Black-Out Notice in any twelve-month period.

BLACK-OUT RIGHTS AND POSTPONEMENT. (a) The Company shall not be required to provide effect a Demand Registration if the Company, within the 90-day period preceding the date of a request for a Demand Registration, has effected a registration of securities in which the Requesting Investors Required 399 Stockholders were entitled to participate without cutback to the fullest extent pursuant to Demand Registration rights under Article II hereof or Piggyback Registration rights under Article III hereofIII. (b) The Company may, upon written notice (a "Black-Out Notice") to each Requesting Investor the Required 399 Stockholders requesting a Demand Registration, require such Requesting Investor the Required 399 Stockholders to withdraw such Demand Registration upon the good faith determination by the Company that such postponement is necessary (i) to avoid disclosure of material non-non- public information or (ii) as a result of a pending material financing or acquisition transaction. In , and, in each case, each of the Requesting Investors 399 Stockholders may not request another Demand Registration for a period of up to sixty (60) 60 days, as specified by the Company in such Black-Out Notice. The Company may only give a Black-Out Notice where the giving of such notice has been specifically approved by the Company's Board of Directorswhich for so long as the 399 Stockholders shall exercise their right to designate directors, shall require Affirmative Board Vote. Upon receipt of a Black-Out Notice, the related Demand Registration shall be deemed to be rescinded and retracted and shall not be counted as a Demand Registration for any purpose. The Company may not deliver more than one two Black-Out Notice Notices in any twelve12-month period.

BLACK-OUT RIGHTS AND POSTPONEMENT. (a) The Company shall not be required to provide effect a Demand Registration if the Company, within the 90120-day period preceding the date of a request for a Demand Registration, has effected a registration of securities in which the Requesting Investors Participating Stockholders were entitled able to participate without register and sell at least 75% of the amount of Registrable Securities which they requested (before giving effect to any cutback effected pursuant to Section 1.4, 2.3 or 2.4) to be included in such registration pursuant to Demand Registration rights under Article II hereof I or Piggyback Registration rights under Article III hereofII. (b) The Company may, upon written notice (a "BlackBLACK-Out NoticeOUT NOTICE") to each the Requesting Investor Investors requesting a Demand Registration, require such Requesting Investor Investors to withdraw such Demand Registration upon the good faith determination by the Company that such postponement is necessary (i) to avoid disclosure of material non-public information or (ii) as a result of a pending material financing or acquisition transaction. In , and in each case, each of the Requesting Investors REI Stockholders may not request another Demand Registration for a period of up to sixty (60) 120 days, as specified by the Company in such Black-Out Notice. The Company may only give a Black-Out Notice where the giving of such notice has been specifically approved by the Company's Board of DirectorsDirectors of the Company. Upon receipt of a Black-Out Notice, the related Demand Registration shall be deemed to be rescinded and retracted and shall not be counted as a Demand Registration for any purposepurpose hereunder. The Company may not deliver more than one three Black-Out Notice Notices in any twelve12-month period; PROVIDED, HOWEVER, that the aggregate number of days covered by Black-Out Notices in any 12-month period shall not under any circumstances exceed 120.

BLACK-OUT RIGHTS AND POSTPONEMENT. (a) The Company shall not be required to provide effect a Demand Registration if the Company, within the 90120-day period preceding the date of a request for a Demand Registration, has effected a registration of securities in which the Requesting Investors Participating Stockholders were entitled able to participate without register and sell at least 75% of the amount of Registrable Securities which they requested (before giving effect to any cutback effected pursuant to Section 1.5, 2.3 or 2.4) to be included in such registration pursuant to Demand Registration rights under Article II hereof I or Piggyback Registration rights under Article III hereofII. (b) The Company may, upon written notice (a "Black-Out Notice") to each the Requesting Investor Investors requesting a Demand Registration, require such Requesting Investor Investors to withdraw such Demand Registration upon the good faith determination by the Company that such postponement is necessary (i) to avoid disclosure of material non-public information or (ii) as a result of a pending material financing or acquisition transaction. In , and in each case, each of the Requesting Investors LIH Stockholders, the BancBoston Stockholders, the Liberty Mutual Stockholders and the Mezzanine Stockholders may not request another Demand Registration for a period of up to sixty (60) 120 days, as specified by the Company in such Black-Out Notice. The Company may only give a Black-Out Notice where the giving of such notice has been specifically approved by the Company's Board of DirectorsDirectors of the Company. Upon receipt of a Black-Out Notice, the related Demand Registration shall be deemed to be rescinded and retracted and shall not be counted as a Demand Registration for any purposepurpose hereunder. The Company may not deliver more than one three Black-Out Notice Notices in any twelve12-month period; provided, however, that the aggregate number of days covered by Black-Out Notices in any 12-month period shall not under any circumstances exceed 180.

BLACK-OUT RIGHTS AND POSTPONEMENT. (a) The Company Corporation shall not be required to provide effect a Demand Registration if the CompanyCorporation, within the ninety (90-) day period preceding the date of a request for a Demand Registration, has effected a registration of securities in which the Requesting Investors were Holder was entitled to participate without cutback to the fullest extent pursuant to the Demand Registration rights under afforded to Holders by this Article II hereof or the Piggyback Registration rights under afforded to Holders by Article III hereofIII. (b) The Company Corporation may, upon written notice (a "Black-Out Notice") to each the Requesting Investor Holder requesting a Demand Registration, require such the Requesting Investor Holder to withdraw such Demand Registration upon the good faith determination by the Company Board of Directors of the Corporation that such postponement is necessary (i) to avoid disclosure of material non-public information information; or (ii) as a result of a pending material financing (including a public offering of shares in the capital of the Corporation) or acquisition transaction. In , and in each case, each none of the Requesting Investors Holders may not request another Demand Registration for a period of up to sixty ninety (6090) days, as specified by the Company Corporation in such Black-Out Notice. The Company Corporation may only give a Black-Out Notice where the giving of such notice has been specifically approved by the CompanyCorporation's Board of Directors. Upon receipt of a Black-Out Notice, the Demand Registration shall be deemed to be rescinded and retracted and shall not be counted as a Demand Registration for any purpose. The Company Corporation may not deliver more than one (1) Black-Out Notice in any twelve-twelve (12) month period.

BLACK-OUT RIGHTS AND POSTPONEMENT. (a) The Company shall not be required to provide effect a Demand Registration if the Company, within the 90120-day period preceding the date of a request for a Demand Registration, has effected a registration of securities in which the Requesting Investors were entitled to participate without cutback to the fullest extent pursuant to Demand Registration rights under Article II hereof or Piggyback Registration rights under Article III hereofIII. (b) The Company may, upon written notice (a "BlackBLACK-Out NoticeOUT NOTICE") to each the Requesting Investor Investors requesting a Demand Registration, require such Requesting Investor Investors to withdraw such Demand Registration upon the good faith determination by the Company that such postponement is necessary (i) to avoid disclosure of material non-public information or (ii) as a result of a pending material financing or acquisition transaction. In , and in each case, each of the Requesting Investors Spartan Stockholders, the REI Stockholders and the SerVaas Stockholders may not request another Demand Registration for a period of up to sixty (60) 120 days, as specified by the Company in such Black-Out Notice. The Company may only give a Black-Out Notice where the giving of such notice has been specifically approved by the Company's Board of DirectorsBoard. Upon receipt of a Black-Out Notice, the related Demand Registration shall be deemed to be rescinded and retracted and shall not be counted as a Demand Registration for any purpose. The Company may not deliver more than one three Black-Out Notice Notices in any twelve12-month period; PROVIDED, HOWEVER, that the aggregate number of days covered by Black-Out Notices in any 12-month period shall not under any circumstances exceed 120.

BLACK-OUT RIGHTS AND POSTPONEMENT. (a) The Company shall not be required to provide effect a Demand Registration if the Company, within the 90120-day period preceding the date of a request for a Demand Registration, has effected a registration of securities in which the Requesting Investors Participating Stockholders were entitled able to participate without register and sell at least 75% of the amount of Registrable Securities which they requested (before 4 49 giving effect to any cutback effected pursuant to Section 1.4, 2.3 or 2.4) to be included in such registration pursuant to Demand Registration rights under Article II hereof I or Piggyback Registration rights under Article III hereofII. (b) The Company may, upon written notice (a "Black-Out Notice") to each the Requesting Investor Investors requesting a Demand Registration, require such Requesting Investor Investors to withdraw such Demand Registration upon the good faith determination by the Company that such postponement is necessary (i) to avoid disclosure of material non-public information or (ii) as a result of a pending material financing or acquisition transaction. In , and in each case, each of the Requesting Investors REI Stockholders may not request another Demand Registration for a period of up to sixty (60) 120 days, as specified by the Company in such Black-Out Notice. The Company may only give a Black-Out Notice where the giving of such notice has been specifically approved by the Company's Board of DirectorsDirectors of the Company. Upon receipt of a Black-Out Notice, the related Demand Registration shall be deemed to be rescinded and retracted and shall not be counted as a Demand Registration for any purposepurpose hereunder. The Company may not deliver more than one three Black-Out Notice Notices in any twelve12-month period; provided, however, that the aggregate number of days covered by Black-Out Notices in any 12-month period shall not under any circumstances exceed 120.