Common use of Black-Out Rights Clause in Contracts

Black-Out Rights. Before the Holder may make a sale of any Registrable Securities pursuant to the Shelf Registration, the Holder must first give the Company a Notice of Resale at least three (3) trading days prior to the date of such sale (and such date of sale shall not be included in such three (3) trading day period) that it intends to sell Registrable Securities within the next twenty (20) calendar days, and the Holder may only sell the Registrable Securities in accordance therewith. Notwithstanding the foregoing, the Company may deliver to the Holder at any time a certificate signed by the President, the Chief Financial Officer or any other executive officer of the Company stating that, in the sole judgment of the Company, it would be detrimental to the Company for a sale of Registrable Securities pursuant to the Shelf Registration to take place at such time (a "Blackout Certificate") (due for example (and without limitation), to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the prospectus contained in the Shelf Registration, which disclosure could, in the sole judgment of the Company, be premature or otherwise inadvisable at such time or could reasonably be expected to have a material adverse effect on the Company or a party with whom the Company is then in negotiations or discussions or could reasonably be expected to have a material adverse effect on such negotiations or discussions), then, for a period of up to thirty (30) calendar days (a "Blackout Period") after the Company gives such Blackout Certificate to the Holder (with the exact length of such Blackout Period to be determined by the Company in its sole discretion so long as such Blackout Period does not exceed thirty (30) calendar days): (i) the Company shall have the right to defer, delay and postpone any sale of Registrable Securities under the Shelf Registration and the preparation and filing of any supplement or amendment to the registration statement (including without limitation the filing of any Exchange Act report to be incorporated by reference into such registration statement) for a Shelf Registration that the Company might otherwise be required to prepare, file and/or cause to become effective under this Section 6(c); and (ii) the Holder shall not be entitled to sell any Registrable Securities pursuant to the Shelf Registration; provided, however, that the Company may not deliver more that three (3) Blackout Certificates during the Registration Period; and provided, further, that (i) the Company may not, without the consent of the Holder, furnish Blackout Certificates to the Holder at such times as would prevent the Holder, pursuant to the foregoing provisions of this Section 6(c)(v), from being entitled to sell any Registrable Securities pursuant to the Shelf Registration for a period of more than sixty (60) consecutive days, and (ii) if the Company furnishes Blackout Certificates to the Holder so that it is prevented, pursuant to the foregoing provisions of this Section 6(c)(v), from being entitled to sell any Registrable Securities pursuant to the Shelf Registration for a period of sixty (60) consecutive days, then the Company may not furnish the Holder an additional Blackout Certificate for at least twenty (20) trading days after the expiration of such sixty (60) consecutive day period.

Black-Out Rights. Before Notwithstanding the Holder may make a sale provisions of any Registrable Securities pursuant Section 1.2 above, if Intuit shall furnish to the Shelf Registration, the Holder must first give the Company a Notice of Resale at least three (3) trading days prior to the date of such sale (and such date of sale shall not be included in such three (3) trading day period) that it intends to sell Registrable Securities within the next twenty (20) calendar days, and the Holder may only sell the Registrable Securities in accordance therewith. Notwithstanding the foregoing, the Company may deliver to the Holder at any time Holders a certificate signed by the President, the Chief Financial Officer or any other executive officer of the Company Intuit stating that, in the sole good faith judgment of the CompanyIntuit, it would be detrimental to the Company Intuit to any significant degree for a sale of Registrable Securities pursuant to the Shelf Registration (or Subsequent Registration) to take place at such time (a "Blackout CertificateBLACKOUT CERTIFICATE") (due for example (and without limitation), to the existence of a material development or potential material development involving the Company Intuit which the Company Intuit would be obligated to disclose in the prospectus contained in the Shelf Registration (or Subsequent Registration, if applicable), which disclosure could, in the sole good faith judgment of the CompanyIntuit, be premature or otherwise inadvisable at such time or could reasonably be expected to have a material adverse effect on the Company Intuit or a party with whom the Company Intuit is then in negotiations or discussions or could reasonably be expected to have a material adverse effect on such negotiations or discussions), then, for a period of up to thirty (30) calendar days (a "Blackout PeriodBLACKOUT PERIOD") after the Company Intuit gives such Blackout Certificate to the Holder Holders (with the exact length of such Blackout Period to be determined by the Company Intuit in its sole discretion so long as such Blackout Period does not exceed thirty (30) calendar days): (i) the Company Intuit shall have the right to defer, delay and postpone any sale of Registrable Securities under the Shelf Registration (or Subsequent Registration, if applicable) and the preparation and filing of any supplement or amendment to the registration statement (including without limitation the filing of any Exchange 1934 Act report to be incorporated by reference into such registration statement) for a Shelf Registration (or Subsequent Registration, if applicable) that the Company Intuit might otherwise be required to prepare, file and/or cause to become effective under this Section 6(c)Agreement; and (ii) the Holder Holders shall not be entitled to sell any Registrable Securities pursuant to the Shelf Registration (or Subsequent Registration, if applicable); provided, however, that the Company Intuit may not deliver more that than three (3) Blackout Certificates during the Registration Period; and provided, provided further, that (i) the Company Intuit may not, without (A) the consent of each of the Holders (if both the C-Co Shareholders are then the only Holders) or (B) the consent of the Holders then owning a majority of all Registrable Securities then outstanding (if any person or entity other than a C-Co Shareholder is then a Holder), furnish Blackout Certificates to the Holder Holders at such times as would prevent the HolderHolders, pursuant to the foregoing provisions of this Section 6(c)(v1.3(b), from being entitled to sell any Registrable Securities pursuant to the Shelf Registration for a period of more than sixty (60) consecutive days, and (ii) if the Company furnishes Blackout Certificates to the Holder so that it is prevented, pursuant to the foregoing provisions of this Section 6(c)(v), from being entitled to sell any Registrable Securities pursuant to the Shelf Registration for a period of sixty (60) consecutive days, then the Company may not furnish the Holder an additional Blackout Certificate for at least twenty (20) trading days after the expiration of such sixty (60) consecutive day period.being

Black-Out Rights. Before Notwithstanding the Holder may make a sale provisions of any Registrable Securities pursuant this Agreement above, if the Company shall furnish to the Shelf Registration, the Holder must first give the Company a Notice of Resale at least three (3) trading days prior to the date of such sale (and such date of sale shall not be included in such three (3) trading day period) that it intends to sell Registrable Securities within the next twenty (20) calendar days, and the Holder may only sell the Registrable Securities in accordance therewith. Notwithstanding the foregoing, the Company may deliver to the Holder at any time Holders a certificate signed by the President, the Chief Financial Officer or any other executive officer of the Company stating that, in the sole good faith judgment of the Board of Directors of the Company, as evidenced by a resolution of the Board of Directors, it would be detrimental to the Company to any significant degree for a sale of Registrable Securities pursuant to the Shelf Registration Statement to take place at such time (a "Blackout Certificate") (due for example (and without limitation), due to the existence of a material development or potential material development involving the Company which the Company would be obligated to disclose in the prospectus contained in supplement to the Shelf RegistrationRegistration Statement, which disclosure could, in the sole judgment of the Company, be premature or otherwise inadvisable at such time or could reasonably be expected to have a material adverse effect on the Company or a party with whom the Company is then in negotiations or discussions or could reasonably be expected to have a material adverse effect on such negotiations or discussions), then, for a period of up to thirty (30) calendar days (a "Blackout Period") after the Company gives such Blackout Certificate to the Holder Holders (with the exact length of such Blackout Period to be determined by the Company in its sole discretion so long as such Blackout Period does not exceed thirty (30) calendar days): (i) the Company shall have the right to defer, delay and postpone any sale of Registrable Securities under the Shelf Registration Statement and the preparation and filing of any supplement or amendment to the registration statement (including without limitation the filing of any Exchange 1934 Act report to be incorporated by reference into such registration statement) for a Shelf Registration Statement that the Company might otherwise be required to prepare, file and/or cause to become effective under this Section 6(c)Agreement; and (ii) the Holder Holders shall not be entitled to sell any Registrable Securities pursuant to the Shelf Registration; providedRegistration Statement. Notwithstanding the foregoing, however, that the Company may shall not deliver more that three (3) Blackout Certificates during exercise its rights to defer, delay or postpone the Registration Period; and provided, further, that (i) the Company may not, without the consent sale of the Holder, furnish Blackout Certificates to the Holder at such times as would prevent the Holder, pursuant to the foregoing provisions of this Section 6(c)(v), from being entitled to sell any Registrable Registerable Securities pursuant to the Shelf Registration for a period of this Section 8(l) more than sixty once in any eighteen (6018) consecutive days, and (ii) if the Company furnishes Blackout Certificates to the Holder so that it is prevented, pursuant to the foregoing provisions of this Section 6(c)(v), from being entitled to sell any Registrable Securities pursuant to the Shelf Registration for a period of sixty (60) consecutive days, then the Company may not furnish the Holder an additional Blackout Certificate for at least twenty (20) trading days after the expiration of such sixty (60) consecutive day month period.