Common use of Black Out Clause in Contracts

Black Out. In the event Parent determines, after a request for registration has been received from an Investor and prior to the completion of such registered offering, that it may be in possession of material undisclosed information with respect to Parent or its securities, (i) Parent shall notify Investors and request that Investors refrain from selling any Registrable Securities, and Investors shall refrain from selling any Registrable Securities, and (ii) Parent shall not be obligated to file a registration statement or effect any registration, qualification or compliance of Registrable Securities under Section 2 for a period of not more than 120 days from the date of such notice (the "Black Out Period"). A Black Out Period shall end upon the earlier to occur of (i) the full public disclosure of the material information giving rise to such Black Out Period, (ii) Parent notifying Investors in writing that the Black Out Period is terminated and (iii) the 120th day after the date of Parent's notice of the commencement of the Black Out Period. Notwithstanding the foregoing, Parent shall not be entitled to declare a Black Out Period prior to twelve months from the end of a previous Black Out Period if more than 180 days of the immediately preceding 365 days have been subject to a Black Out Period, and Parent shall only exercise its rights under this Section 4 in good faith and shall not exercise such rights in an effort to frustrate the Investors' ability to offer to sell and sell their Registrable Securities.

Appears in 2 contracts

Samples: Investor Rights Agreement (Devon Energy Corp/De), Mitchell George P

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Black Out. In the event Parent the Board of Directors of the Company determines, --------- after a request for registration has been received from an Investor and prior to the completion of such registered offering, that it may be in possession of material undisclosed information with respect to Parent Company or its securities, : (ia) Parent Company shall notify such requesting Investors and request that such requesting Investors refrain from selling any Registrable Securities, and such requesting Investors shall refrain from selling any Registrable Securities, ; and (iib) Parent Company shall not be obligated to file a registration statement or effect any registration, qualification or compliance of Registrable Securities under Section 2 for a period of not more than 120 60 days from the date of such notice (the "Black Out Period"). A Black Out Period shall end upon the earlier to occur of of: (i) the full public disclosure of the material information giving rise to such Black Out Period, ; (ii) Parent Company notifying Investors in writing that the Black Out Period is terminated terminated; and (iii) the 120th 60th day after the date of ParentCompany's notice of the commencement of the Black Out Period. Notwithstanding the foregoing, Parent Company shall not be entitled to declare a Black Out Period prior to twelve months from the end of a previous Black Out Period if more than 180 90 days of the immediately preceding 365 days have been subject to a Black Out Period, and Parent Company shall only exercise its rights under this Section 4 in good faith and shall not exercise such rights in an effort to frustrate the Investors' ability to offer to sell and sell their Registrable Securities.

Appears in 1 contract

Samples: Restructuring Agreement (Teletouch Communications Inc)

Black Out. In the event Parent determines, after a request for registration has been received from an Investor and prior to the completion of such registered offering, that it may be in possession of material undisclosed information with respect to Parent or its securities, (i) Parent shall notify Investors and request that Investors refrain from selling any Registrable Securities, and Investors shall refrain from selling any Registrable Securities, and (ii) Parent shall not be obligated to file a registration statement or effect any registration, qualification or compliance of Registrable Securities under Section 2 for a period of not more than 120 days from the date of such notice (the "Black Out Period"). A Black Out Period shall end upon the earlier to occur of (i) the full public disclosure of C-3 the material information giving rise to such Black Out Period, (ii) Parent notifying Investors in writing that the Black Out Period is terminated and (iii) the 120th day after the date of Parent's notice of the commencement of the Black Out Period. Notwithstanding the foregoing, Parent shall not be entitled to declare a Black Out Period prior to twelve months from the end of a previous Black Out Period if more than 180 days of the immediately preceding 365 days have been subject to a Black Out Period, and Parent shall only exercise its rights under this Section 4 in good faith and shall not exercise such rights in an effort to frustrate the Investors' ability to offer to sell and sell their Registrable Securities.

Appears in 1 contract

Samples: Investor Rights Agreement (Devon Energy Corp/De)

Black Out. In the event Parent determines, after a request for registration has been received from an Investor and prior to the completion of such registered offering, that it may be in possession of material undisclosed information with respect to Parent or its securities, (i) Parent shall notify Investors and request that Investors refrain from selling any Registrable Securities, and Investors shall refrain from selling any Registrable Securities, and (ii) Parent shall not be obligated to file a registration statement or effect any registration, qualification or compliance of Registrable Securities under Section 2 for a period of not more than 120 days from the date of such notice (the "Black Out Period"). A Black Out Period shall end upon the earlier to occur of (i) the full public disclosure of the material information giving rise to such Black Out Period, (ii) Parent notifying Investors in writing that the Black Out Period is terminated and (iii) the 120th day after the date of Parent's notice of the commencement of the Black Out Period. Notwithstanding the foregoing, Parent shall not be entitled to declare a Black Out Period prior to twelve months from the end of a previous Black Out Period if more than 180 days of the immediately preceding 365 days have been subject to a Black Out Period, and Parent shall only exercise its rights under this Section 4 in good faith and shall not exercise such rights in an effort to frustrate the Investors' ability to offer to sell and sell their Registrable Securities.

Appears in 1 contract

Samples: Rights Agreement (Mitchell George P)

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Black Out. In the event Parent the Board of Directors of the Company --------- determines, after a request for registration has been received from an Investor and prior to the completion of such registered offering, that it may be in possession of material undisclosed information with respect to Parent Company or its securities, : (ia) Parent Company shall notify such requesting Investors and request that such requesting Investors refrain from selling any Registrable Securities, and such requesting Investors shall refrain from selling any Registrable Securities, ; and (iib) Parent Company shall not be obligated to file a registration statement or effect any registration, qualification or compliance of Registrable Securities under Section 2 for a period of not more than 120 60 days from the date of such notice (the "Black Out Period"). A Black Out Period shall end upon the earlier to occur of of: (i) the full public disclosure of the material information giving rise to such Black Out Period, ; (ii) Parent Company notifying Investors in writing that the Black Out Period is terminated terminated; and (iii) the 120th 60th day after the date of ParentCompany's notice of the commencement of the Black Out Period. Notwithstanding the foregoing, Parent Company shall not be entitled to declare a Black Out Period prior to twelve months from the end of a previous Black Out Period if more than 180 90 days of the immediately preceding 365 days have been subject to a Black Out Period, and Parent Company shall only exercise its rights under this Section 4 in good faith and shall not exercise such rights in an effort to frustrate the Investors' ability to offer to sell and sell their Registrable Securities.

Appears in 1 contract

Samples: Investor Rights Agreement (Teletouch Communications Inc)

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