Common use of Blackout Period Clause in Contracts

Blackout Period. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than ninety (90) days after the Filing Date, if (i) prior to receiving the Demand Notice, the Company has determined to effect an offering of equity securities of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (iii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises Pxxxxx Capital Group or EC Investments that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that such Demand Registration would adversely affect such offering or (B) in the case of an Underwritten Offering, the managing underwriter, if any, advises the Company in writing (in which case the Company will promptly notify Pxxxxx Capital Group or EC Investments, as the case may be), that a sale or distribution of Registrable Securities would adversely affect such offering by the Company. (b) Notwithstanding anything contained in Section 2.1 to the contrary, if the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, the Company will promptly give the Pxxxxx Capital Group or EC Investments, as the case may be, written notice of such determination and will be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of an effective Demand Registration Statement for a reasonable period of time not to exceed 90 days. (c) Notwithstanding anything contained in this Section 2.2 to the contrary, there will be no more than [two] Blackout Periods during any consecutive 12-month period during the time in which Pxxxxx Capital Group or EC Investments may request a registration pursuant to Section 2.1.

Blackout Period. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than ninety (90) days after the Filing Date, if (i) prior Subject to receiving the Demand Notice, the Company has determined to effect an offering provisions of equity securities this Section 2(c) and a good faith determination by a majority of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files or proposes to file a registration statement with respect to an offering independent members of equity securities of the Company for its own account and (iii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises Pxxxxx Capital Group or EC Investments that the Board of Directors of the Company has determined, that it is in the good faith exercise best interests of its reasonable business judgmentthe Company to suspend the use of the Registration Statement, that such Demand prior to the filing of a Registration would adversely affect such offering Statement or following the effectiveness of a Registration Statement (B) in and the case of an Underwritten Offeringfilings with any international, federal or state securities commissions), the Company, by written notice to managing underwriter, underwriter (if any) and the Investor, advises may suspend its obligation to file the Company in writing (in which case Registration Statement with the Company will promptly notify Pxxxxx Capital Group Commission or EC Investmentsdirect the Investor to suspend sales of the Registrable Securities pursuant to a Registration Statement, as the case may be, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that a the sale or distribution of Registrable Securities pursuant to the Registration Statement would adversely affect such offering by have a material adverse effect on the Company. ’s primary offering; (b2) Notwithstanding anything contained in Section 2.1 to the contrary, if majority of the independent members of the Board of Directors of the Company determines, shall have determined in the good faith exercise that (A) the offer or sale of its reasonable business judgment, that the registration and distribution of any Registrable Securities (i) would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, transaction involving the Company or any (B) after obtaining the advice of its subsidiaries or (ii) counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after obtaining the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the Company’s obligation to file the Registration Statement or the use of the Registration Statement has been suspended in accordance with this Section 2(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the disclosure Company shall use its commercially reasonable best efforts to file the Registration Statement, to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of which would materially the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Investor to resume sales of the Registrable Securities as soon as possible. (ii) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the managing underwriter (if any) and adversely affect the Investor to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 2(c)(i)) and the Company is using its commercially reasonable best efforts and taking all reasonable steps to file the Registration Statement or to terminate suspension of the use of the Registration Statement as promptly as possible. The Investor shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, the Investor will deliver to the Company will promptly give (at the Pxxxxx Capital Group or EC Investments, as expense of the case Company) all copies (other than permanent file copies) then in the Investor’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Investor may be, written notice recommence effecting sales of such determination and will be entitled the Registrable Securities pursuant to postpone the preparation, filing or effectiveness or suspend the effectiveness of an effective Demand Registration Statement for a reasonable period (or such filings) following further notice to such effect (an “End of time not Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to exceed 90 daysthe Investor and the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. (ciii) Notwithstanding anything contained in this Section 2.2 any provision herein to the contrary, there will if the Company shall give a Suspension Notice pursuant to this Section 2, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be no more than [two] Blackout Periods during any consecutive 12-month period maintained effective pursuant to this Agreement by the number of days during the time in which Pxxxxx Capital Group period from the date of receipt by the Investor of the Suspension Notice to and including the date of receipt by the Investor of the End of Suspension Notice and copies of the supplemented or EC Investments may request a registration pursuant amended Prospectus necessary to Section 2.1resume sales.

Blackout Period. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Notwithstanding anything contained in Section 2.1 until a date not later than ninety (90) days after to the Filing Datecontrary, if (i) prior at any time during which Holders may request a registration pursuant to receiving the Demand NoticeSection 2.1, the Company has determined to effect an offering of equity securities of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (iiiii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises Pxxxxx Capital Group or EC Investments the Holders that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that such Demand Registration a sale or distribution of Registrable Securities would adversely affect such offering or (B) in the case of an Underwritten Offering, the managing underwriter, if any, advises the Company in writing (in which case the Company will promptly notify Pxxxxx Capital Group or EC Investments, as the case may be), Holders) that a sale or distribution of Registrable Securities would adversely affect such offering by offering, then the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to Section 2.1 beginning the 30 days prior to the date the Company in good faith estimates will be the date of the filing of, and ending on the date which is 90 days following the effective date of, such registration statement; provided that, if the registration to be effected under this Article II is the Company's Initial Public Offering, the Company will not be obligated to effect the initial filing of a Registration Statement pursuant to Section 2.1 beginning the 90 days prior to the date the Company in good faith estimates will be the date of the filing of the Registration Statement. (b) Notwithstanding anything contained in Section 2.1 to the contrary, if the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, the Company will promptly give the Pxxxxx Capital Group or EC Investments, as the case may be, Holders written notice of such determination and will be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of an effective Demand a Registration Statement for a reasonable period of time not to exceed 90 days. (c) Notwithstanding anything contained in this Section 2.2 to the contrary, there will be no more than [two] two Blackout Periods during any consecutive 12-month period during the time in which Pxxxxx Capital Group or EC Investments Holders may request a registration pursuant to Section 2.1.

Blackout Period. (a) The Company may defer Subject to the filing (but not the preparationprovisions of this Section 5(a) of and a registration statement required good faith determination by Section 2.1 until a date not later than ninety (90) days after the Filing Date, if (i) prior to receiving the Demand Notice, the Company has determined to effect an offering of equity securities majority of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files or proposes to file a registration statement with respect to an offering independent members of equity securities of the Company for its own account and (iii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises Pxxxxx Capital Group or EC Investments that the Board of Directors of the Company has determined, that it is in the good faith exercise best interests of its reasonable business judgmentthe Company to suspend the use of the Registration Statement, that such Demand prior to the filing of a Registration would adversely affect such offering Statement or following the effectiveness of a Registration Statement (B) in and the case of an Underwritten Offeringfilings with any international, federal or state securities commissions), the Company, by written notice to the managing underwriter, underwriter (if any) and the Purchasers, advises may suspend its obligation to file the Company in writing (in which case Registration Statement with the Company will promptly notify Pxxxxx Capital Group Commission or EC Investmentsdirect the Purchasers to suspend sales of the Registrable Securities pursuant to a Registration Statement, as the case may be, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (1) the representative of the underwriters of an underwritten offering of primary shares by the Company has advised the Company that a the sale or distribution of Registrable Securities pursuant to the Registration Statement would adversely affect such offering by have a material adverse effect on the Company. 's primary offering; (b2) Notwithstanding anything contained in Section 2.1 to the contrary, if majority of the independent members of the Board of Directors of the Company determines, shall have determined in the good faith exercise that (A)(x)the offer or sale of its reasonable business judgment, that the registration and distribution of any Registrable Securities (i) would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other similar significant transaction, or any negotiations, discussions or pending proposals with respect thereto, transaction involving the Company or any (y) after obtaining the advice of its subsidiaries or (ii) counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (B) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after obtaining the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the Company's obligation to file the Registration Statement or the use of the Registration Statement has been suspended in accordance with this Section 5(a) is sometimes referred to herein as a "Blackout Period." Upon the occurrence of any such suspension, the disclosure Company shall use its commercially reasonable best efforts to file the Registration Statement, to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of which would materially the Registration Statement compatible with the Company's best interests, as applicable, so as to permit the Purchasers to resume sales of the Registrable Securities as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a "Suspension Event"), the Company shall give written notice (a "Suspension Notice") to the managing underwriter (if any) and adversely affect the Purchasers to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 5(a)) and the Company is using its commercially reasonable best efforts and taking all reasonable steps to file the Registration Statement or to terminate suspension of the use of the Registration Statement as promptly as possible. The Purchasers shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, the Company Purchasers will promptly give the Pxxxxx Capital Group or EC Investments, as the case may be, written notice of such determination and will be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of an effective Demand Registration Statement for a reasonable period of time not to exceed 90 days. (c) Notwithstanding anything contained in this Section 2.2 deliver to the contrary, there will be no more Company (at the expense of the Company) all copies (other than [two] Blackout Periods during any consecutive 12-month period during permanent file copies) then in the Purchasers' possession of the Prospectus covering the Registrable Securities at the time in which Pxxxxx Capital Group or EC Investments may request a registration pursuant to Section 2.1.of receipt of the

Blackout Period. (a) The Company may defer the filing (Regent shall be entitled to elect that any registration statement filed hereunder not be useable, for a reasonable period of time, but not in excess of 20 consecutive days, which period may be extended to 60 consecutive days with the preparation) consent of Wallxx-Xxxxxx (xxch a registration statement required by Section 2.1 until a date not later than ninety (90) days after the Filing Date"Blackout Period"), if (i) prior to receiving the Demand Notice, the Company has determined to effect an offering of equity securities of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (iii) with reasonable prior notice (A) the Company (Regent determines in the case of an offering that is not an Underwritten Offering) advises Pxxxxx Capital Group or EC Investments that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that such Demand Registration would adversely affect such offering or (B) in the case of an Underwritten Offering, the managing underwriter, if any, advises the Company in writing (in which case the Company will promptly notify Pxxxxx Capital Group or EC Investments, as the case may be), that a sale or distribution of Registrable Securities would adversely affect such offering by the Company. (b) Notwithstanding anything contained in Section 2.1 to the contrary, if the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (ior the use of such registration statement or related prospectus) would materially impede, delay or interfere with any pending financing, acquisition, corporate reorganization or any other significant transaction, corporate development involving Regent (other than a corporate development described in Section 6) or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require premature disclosure thereof and promptly gives the holders of non-public material information, the disclosure record of which would materially and adversely affect the Company, the Company will promptly give the Pxxxxx Capital Group or EC Investments, as the case may be, Registrable Securities written notice of such determination determination, containing a general statement of the reasons for such postponement or restriction on use and will be entitled to postpone an approximation of the preparationlength of the anticipated delay; PROVIDED, filing or effectiveness or suspend HOWEVER, that the effectiveness aggregate number of an effective Demand Registration Statement for a reasonable period of time not to exceed 90 days. (c) Notwithstanding anything contained days included in this Section 2.2 to the contrary, there will be no more than [two] all Blackout Periods during any consecutive 12-12 month period during shall not exceed an aggregate of (x) 135 days minus (y) the time in which Pxxxxx Capital Group number of days the holders of Registrable Securities are required to refrain from effective public sales or EC Investments may request a registration distributions of Registrable Securities pursuant to Section 2.16 during such period; and PROVIDED, FURTHER, that Regent shall not be entitled to initiate a Blackout Period unless it shall concurrently forbid purchases or sales of Regent stock in the open market by all of the directors and senior executives of Regent. Regent shall give written notice to each Stockholder of record of Registrable Securities of the commencement and the termination of any Blackout Period. The Blackout Period shall begin and end when the applicable notice is given (unless it shall earlier terminate pursuant to the terms hereof).

Blackout Period. (aSubject to the provisions of this Section 5(a) The Company may defer the filing (but not the preparation) of and a registration statement required good faith determination by Section 2.1 until a date not later than ninety (90) days after the Filing Date, if (i) prior to receiving the Demand Notice, the Company has determined to effect an offering of equity securities majority of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files or proposes to file a registration statement with respect to an offering independent members of equity securities of the Company for its own account and (iii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises Pxxxxx Capital Group or EC Investments that the Board of Directors of the Company has determined, that it is in the good faith exercise best interests of its reasonable business judgmentthe Company to suspend the use of the Registration Statement, that such Demand prior to the filing of a Registration would adversely affect such offering Statement or following the effectiveness of a Registration Statement (Band the filings with any international, federal or state securities commissions) in the case of an Underwritten OfferingCompany, by written notice to the managing underwriter, underwriter (if any) and the Purchaser, advises may suspend its obligation to file the Company in writing (in which case Registration Statement with the Company will promptly notify Pxxxxx Capital Group Commission or EC Investmentsdirect the Purchaser to suspend sales of the Registrable Securities pursuant to a Registration Statement, as the case may be, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (1) the representative of the underwriters of an underwritten offering of primary shares by the Company has advised the Company that a the sale or distribution of Registrable Securities pursuant to the Registration Statement would adversely affect such offering by have a material adverse effect on the Company. ’s primary offering; (b2) Notwithstanding anything contained in Section 2.1 to the contrary, if majority of the independent members of the Board of Directors of the Company determines, shall have determined in the good faith exercise that (A)(x) the offer or sale of its reasonable business judgment, that the registration and distribution of any Registrable Securities (i) would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other similar significant transaction, or any negotiations, discussions or pending proposals with respect thereto, transaction involving the Company or any (y) after obtaining the advice of its subsidiaries or (ii) counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (B) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after obtaining the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the Company’s obligation to file the Registration Statement or the use of the Registration Statement has been suspended in accordance with this Section 5(a) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the disclosure Company shall use its commercially reasonable best efforts to file the Registration Statement, to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of which would materially the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Purchasers to resume sales of the Registrable Securities as soon as possible. In the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the managing underwriter (if any) and adversely affect the Purchaser to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (but in no event longer than the periods specified in Section 5(a)) and the Company is using its commercially reasonable best efforts and taking all reasonable steps to file the Registration Statement or to terminate suspension of the use of the Registration Statement as promptly as possible. The Purchaser shall not effect any sales of the Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, the Purchaser will deliver to the Company will promptly give (at the Pxxxxx Capital Group or EC Investments, as expense of the case Company) all copies (other than permanent file copies) then in the Purchaser’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Purchaser may be, written notice recommence effecting sales of such determination and will be entitled the Registrable Securities pursuant to postpone the preparation, filing or effectiveness or suspend the effectiveness of an effective Demand Registration Statement for a reasonable period (or such filings) following further notice to such effect (an “End of time not Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to exceed 90 days. (c) the Purchaser and the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. Notwithstanding anything contained in this Section 2.2 any provision herein to the contrary, there if the Company shall give a Suspension Notice pursuant to this Section 5(c), the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Purchaser of the Suspension Notice to and including the date of receipt by the Purchaser of the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary to resume sales. PRIMARY REGISTRATION PROCEDURES. IN CONNECTION WITH THE COMPANY’S REGISTRATION OBLIGATIONS HEREUNDER WITH RESPECT TO A PRIMARY REGISTRATION STATEMENT, THE COMPANY SHALL: Not less than three (3) Trading Days prior to the filing of each Primary Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to the Holders and Purchaser Counsel copies of all such documents proposed to be filed (other than those incorporated or deemed to be incorporated by reference), which documents will be no more than [two] Blackout Periods during subject to the review of such Holders and Purchaser Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file such Primary Registration Statement or any consecutive 12-month period during related Prospectus, amendments or supplements thereto to which the time in which Pxxxxx Capital Group or EC Investments may request Holders of a registration pursuant to Section 2.1majority of the Registrable Securities and Purchaser Counsel shall reasonably object.

Blackout Period. (ai) The Company may defer Notwithstanding anything to the contrary in this Agreement, if at any time after the filing of the Registration Statement, the Company, by written notice to the managing underwriter (if any) and a Holder, may direct such Holder to suspend sales of the Registrable Securities owned by such Holder pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but not the preparationin no event for more than (x) an aggregate of a registration statement required by Section 2.1 until a date not later than ninety (90) days after in any rolling twelve (12)- month period commencing on the Filing Datedate of this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (i1) prior to receiving the Demand Notice, representative of the underwriters of an Underwritten Offering of primary shares by the Company has determined to effect an offering of equity securities of advised the Company for that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such primary offering, ; (ii2) the Company files or proposes to file a registration statement with respect to an offering majority of equity securities of the Company for its own account and (iii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises Pxxxxx Capital Group or EC Investments that the Board of Directors of the Company has determined, shall have determined in the good faith exercise that (A) the offer or sale of its reasonable any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business judgmentcombination, that such Demand Registration would adversely affect such offering corporate reorganization or other significant transaction involving the Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) a majority of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the use of the Registration Statement has been suspended in accordance with this Section 2(d) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit such Holder to resume sales of the Registrable Securities as soon as possible. (ii) In the case of an Underwritten Offeringevent that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to the managing underwriter, underwriter (if any, advises ) and the Company in writing (in which case Holder(s) to suspend sales of the Company will promptly notify Pxxxxx Capital Group or EC Investments, as Registrable Securities. The Suspension Notice need not specify the case may be), that reasons for such suspension if a sale or distribution majority of Registrable Securities would adversely affect such offering by the Company. (b) Notwithstanding anything contained in Section 2.1 to the contrary, if the Board of Directors of the Company determines, in the its good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) doing so would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, adversely affect such transaction or any negotiations, discussions development or pending proposals with respect thereto, involving would result in the Company or any of its subsidiaries or (ii) would require disclosure of material non-public material information, . Each Holder shall not effect any sales of the disclosure Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of which would materially and adversely affect an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company will promptly give (at the Pxxxxx Capital Group or EC Investments, as expense of the case Company) all copies (other than permanent file copies) then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. Each Holder may be, written notice recommence effecting sales of such determination and will be entitled the Registrable Securities pursuant to postpone the preparation, filing or effectiveness or suspend the effectiveness of an effective Demand Registration Statement for a reasonable period (or such filings) following further notice to such effect (an “End of time not to exceed 90 days. (cSuspension Notice”) Notwithstanding anything contained in this Section 2.2 from the Company, which End of Suspension Notice shall be given by the Company to the contraryrelevant Holder and the managing underwriter in the manner described above promptly following the conclusion of any Suspension Event and its effect. Until the End of Suspension Notice is so given to such Holder, there will be no more than [two] Blackout Periods during any consecutive 12-month period during the time in which Pxxxxx Capital Group Company’s obligations under Section 3 to update or EC Investments may request a registration keep current the Registration Statement and such Holder’s right to sell Registrable Securities pursuant to the Registration Statement shall be suspended, provided that such suspension shall not exceed the periods specified in Section 2.12(d)(i) above.

Blackout Period. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than ninety (90) days after the Filing Date, if If (i) prior to receiving during the Demand NoticeEffective Period, the Company has determined to effect an offering of equity securities of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files Parent shall file or proposes propose to file a registration statement (other than in connection with the registration of securities issuable pursuant to a continuous pursuant to Rule 415 under the Securities Act, an employee stock option, stock purchase, dividend reinvestment plan or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an offering of equity any securities of the Company for its own account Parent and (iiiii) with reasonable prior notice notice, (A) the Company Parent (in the case of an a non-underwritten offering that is not an Underwritten Offeringpursuant to such registration statement) determines in good faith, and advises Pxxxxx Capital Group or EC Investments that the Board of Directors of the Company has determined, Holders in the good faith exercise of its reasonable business judgmentwriting, that such Demand Registration a sale or distribution of Registrable Securities would materially adversely affect such offering or (B) the managing underwriter or underwriters (in the case of an Underwritten Offering, the managing underwriter, if any, advises the Company underwritten offering) advise Parent in writing (in which case Parent shall notify the Company will promptly notify Pxxxxx Capital Group or EC Investments, as the case may beHolders), that a sale or distribution of Registrable Securities would adversely affect such offering offering, then Parent shall not be obligated to effect the initial filing of a Registration Statement pursuant to Section 4 during the period commencing on the date that is 30 days prior to the date Parent in good faith estimates (as certified in writing by an officer of Parent to the CompanyHolders following a request for registration pursuant to Section 4(a)) will be the date of filing of, and ending on the date which is 30 days following the effective date of, such registration statement (a "Section 6(a) Period"). (b) Notwithstanding anything contained If Parent determines in Section 2.1 to the contrary, if the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financingpending material financing (other than a financing of the type described in Section 6(a)), acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, transaction involving the Company or any of its subsidiaries Parent or (ii) would require disclosure of material of non-public material information, the disclosure of which would materially and adversely affect Parent, and, in the Companycase of (ii), Parent is concurrently forbidding purchases or sales in the Company will open market by senior executives of Parent, Parent shall promptly give the Pxxxxx Capital Group or EC Investments, as the case may be, Holders written notice of such determination and will shall be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of an effective Demand a Registration Statement for a reasonable period of time not to exceed 90 days. days (ca "Section 6(b) Notwithstanding anything contained in this Period" and, together with a Section 2.2 6(a) Period, a "Blackout Period"); PROVIDED, HOWEVER, that Parent shall deliver to Counsel to the contraryHolders a general statement, there will be no more than [two] Blackout Periods during any consecutive 12-month period during signed by an officer of Parent, of the time in which Pxxxxx Capital Group reasons for such postponement or EC Investments may request restriction on use and an estimate of the anticipated delay. Parent shall promptly notify each Holder of the expiration or earlier termination of a registration pursuant to Section 2.1.6(b)

Blackout Period. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.1 until a date not later than ninety (90) days after the Filing Date, if (i) prior to receiving the Demand Notice, the Company has determined to effect an offering of equity securities of the Company for the Company’s account and the Company has taken substantial steps and is proceeding with reasonable diligence to effect such offering, (ii) the Company files or proposes to file a registration statement with respect to an offering of equity securities of the Company for its own account and (iii) with reasonable prior notice (A) the Company (in the case of an offering that is not an Underwritten Offering) advises Pxxxxx Xxxxxx Capital Group or EC Investments that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that such Demand Registration would adversely affect such offering or (B) in the case of an Underwritten Offering, the managing underwriter, if any, advises the Company in writing (in which case the Company will promptly notify Pxxxxx Xxxxxx Capital Group or EC Investments, as the case may be), that a sale or distribution of Registrable Securities would adversely affect such offering by the Company. (b) Notwithstanding anything contained in Section 2.1 to the contrary, if the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, the Company will promptly give the Pxxxxx Xxxxxx Capital Group or EC Investments, as the case may be, written notice of such determination and will be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of an effective Demand Registration Statement for a reasonable period of time not to exceed 90 days. (c) Notwithstanding anything contained in this Section 2.2 to the contrary, there will be no more than [two] two Blackout Periods during any consecutive 12-month period during the time in which Pxxxxx Xxxxxx Capital Group or EC Investments may request a registration pursuant to Section 2.1.