Blackout Period. Notwithstanding Section 2(a) above, if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company (each, a “Blackout Notice”) stating that there is a reasonable likelihood that such disclosure, such registration statement or related prospectus to be filed, amended or supplemented, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger, disposition of assets (outside the ordinary course of business), corporate reorganization or other similar transaction involving the Company, the Company shall be entitled to suspend the use of the registration statement or delay the delivery or filing, but not the preparation, of any amendment or supplement to the registration statement or otherwise delay the completion of any sale of Registrable Shares pursuant to the registration statement for a reasonable period of time, but not to exceed thirty (30) days (the “Blackout Period”) within the ninety (90) day period beginning on the first day of a Blackout Period; provided, however, that the Company shall not deliver a Blackout Notice more than twice in any 365-day period; and provided, further, that any Blackout Period shall only be effective when and for so long as other holders, if any, of registration rights with respect to the Company’s securities are restricted from exercising their registration rights to the same or greater extent as the Holders. Upon receipt of a Blackout Notice, the Holders shall not effect sales of Registrable Shares pursuant to the registration statement. The Company shall promptly deliver written notice to the Holders of the expiration or earlier termination of any Blackout Period.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Spirit Finance Corp), Stock Purchase Agreement (Puget Energy Inc /Wa)
Blackout Period. Notwithstanding Section 2(a) above, if If at any time or from time to time after the date of effectiveness of any registration statement that the Company is required to effect or maintain pursuant to this Section 2, the Company notifies the holders of Registrable Securities in writing of the existence of a Potential Material Event (as defined below), such holders shall furnish not offer or sell any of the Registrable Securities covered by any such registration statement, or engage in any other transaction involving or relating to such Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until such holder receives written notice from the Company that such Potential Material Event either has been disclosed to the Holders public or no longer constitutes a certificate signed Potential Material Event (such period of time hereinafter referred to as a "Blackout Period"). As used herein, "Potential Material Event" means any of the following (i) the possession by the Chief Executive Officer Company of material information not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company (each, a “Blackout Notice”) stating that there is a reasonable likelihood that disclosure of such disclosure, such information in the registration statement would be detrimental to the business and affairs of the Company or related prospectus to be filed(ii) any material engagement or activity by the Company which would, amended or supplemented, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger, disposition good faith determination of assets (outside the ordinary course Board of business), corporate reorganization or other similar transaction involving Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company shall be entitled to suspend the use of that the registration statement or delay would be materially misleading absent the delivery or filing, but not the preparation, inclusion of any amendment or supplement to the registration statement or otherwise delay the completion of any sale of Registrable Shares pursuant to the registration statement for a reasonable period of time, but not to such information. No Blackout Period shall exceed thirty (30) consecutive days, and there shall be no more than sixty (60) days (the “Blackout Period”which need not be consecutive) within the ninety (90) day during any twelve-month period beginning on the first day of in which a Blackout Period; provided, however, that the Company shall not deliver a Blackout Notice more than twice Period is in any 365-day period; and provided, further, that any Blackout Period shall only be effective when and for so long as other holders, if any, of registration rights with respect to the Company’s securities are restricted from exercising their registration rights to the same or greater extent as the Holders. Upon receipt of a Blackout Notice, the Holders shall not effect sales of Registrable Shares pursuant to the registration statement. The Company shall promptly deliver written notice to the Holders of the expiration or earlier termination of any Blackout Periodeffect.
Appears in 2 contracts
Samples: Registration Rights Agreement (Maverick Capital LTD), Registration Rights Agreement (Maverick Capital LTD)
Blackout Period. Notwithstanding Section 2(a) above, if If at any time or from time to time after the date of effectiveness of any registration statement that the Company is required to effect or maintain pursuant to this Section 2, the Company notifies the holders of Registrable Securities in writing of the existence of a Potential Material Event (as defined below), such holders shall furnish not offer or sell any of the Registrable Securities covered by any such registration statement, or engage in any other transaction involving or relating to such Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until such holder receives written notice from the Company that such Potential Material Event either has been disclosed to the Holders public or no longer constitutes a certificate signed Potential Material Event (such period of time hereinafter referred to as a “Blackout Period”). As used herein, “Potential Material Event” means any of the following (i) the possession by the Chief Executive Officer Company of material information not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company (each, a “Blackout Notice”) stating that there is a reasonable likelihood that disclosure of such disclosure, such information in the registration statement would be detrimental to the business and affairs of the Company or related prospectus to be filed(ii) any material engagement or activity by the Company which would, amended or supplemented, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger, disposition good faith determination of assets (outside the ordinary course Board of business), corporate reorganization or other similar transaction involving Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company shall be entitled to suspend the use of that the registration statement or delay would be materially misleading absent the delivery or filing, but not the preparation, inclusion of any amendment or supplement to the registration statement or otherwise delay the completion of any sale of Registrable Shares pursuant to the registration statement for a reasonable period of time, but not to such information. No Blackout Period shall exceed thirty (30) consecutive days, and there shall be no more than sixty (60) days (the “Blackout Period”which need not be consecutive) within the ninety (90) day during any twelve-month period beginning on the first day of in which a Blackout Period; provided, however, that the Company shall not deliver a Blackout Notice more than twice Period is in any 365-day period; and provided, further, that any Blackout Period shall only be effective when and for so long as other holders, if any, of registration rights with respect to the Company’s securities are restricted from exercising their registration rights to the same or greater extent as the Holders. Upon receipt of a Blackout Notice, the Holders shall not effect sales of Registrable Shares pursuant to the registration statement. The Company shall promptly deliver written notice to the Holders of the expiration or earlier termination of any Blackout Periodeffect.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bluefly Inc), Registration Rights Agreement (RHO Ventures VI LP)
Blackout Period. Notwithstanding Section 2(a) aboveIf at any time or from time to time after the date of effectiveness of the Registration Statement, if the Company shall furnish to notifies in writing the Holders a certificate signed by the Chief Executive Officer Investors of the Company existence of a Potential Material Event (each, a “Blackout Notice”) stating that there is ), the registration of the Registrable Shares on the Registration Statement shall be suspended from the time of the giving of notice with respect to a reasonable likelihood Potential Material Event until the Investors receives written notice from the Company that such disclosure, such registration statement or related prospectus to be filed, amended or supplemented, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger, disposition of assets (outside the ordinary course of business), corporate reorganization or other similar transaction involving the Company, the Company shall be entitled to suspend the use of the registration statement or delay the delivery or filing, but not the preparation, of any amendment or supplement Potential Material Event either has been disclosed to the registration statement public or otherwise delay the completion of any sale of Registrable Shares pursuant to the registration statement for no longer constitutes a reasonable period of time, but not to exceed thirty (30) days (the “Blackout Period”) within the ninety (90) day period beginning on the first day of a Blackout PeriodPotential Material Event; provided, however, that the Company shall may not deliver a Blackout Notice so suspend such registration for more than twice ninety (90) days in the aggregate during any 36512-day period; and providedmonth period (“Blackout Period”) during the periods the Registration Statement is required to be in effect. For purposes of this Section, further“Potential Material Event” means any of the following: (a) the possession by the Company of material information not ripe for disclosure in a Registration Statement, which shall be evidenced by a good faith determination by the Board of Directors of the Company that any Blackout Period shall only disclosure of such information in the Registration Statement would be effective when and for so long as other holders, if any, of registration rights with respect detrimental to the Company’s securities are restricted from exercising their registration rights to the same or greater extent as the Holders. Upon receipt of a Blackout Notice, the Holders shall not effect sales of Registrable Shares pursuant to the registration statement. The Company shall promptly deliver written notice to the Holders business and affairs of the expiration Company, or earlier termination (b) any material engagement or activity by the Company which would, in the good faith determination of any Blackout Periodthe Board of Directors of the Company, be adversely affected by disclosure in a Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information.
Appears in 1 contract
Samples: Share Purchase Agreement (Nova Measuring Instruments LTD)