Common use of Blackout Periods for Shelf Registrations Clause in Contracts

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 relating to the Shares is effective, upon written notice from the Company to the Selling Holders that the Company has determined in the good faith judgment of the general counsel of the Company, to be confirmed within 7 days by the Board, that (i) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company or (ii) the Company is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “Information Blackout”), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable SEC requirements), (B) 75 days after the general counsel of the Company made such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, or (C) such time as the Company notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period (b) If there is an Information Blackout and the Selling Holders do not notify the Company in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At Following the date on which J&J does not own a majority of the shares of Common Stock issued and outstanding, at any time when a Shelf Registration effected pursuant to Section 2 relating to the Shares is effective, upon written notice from the Company to the Selling Holders that the Company has determined in the good faith judgment of the general counsel of the Company, to be confirmed within 7 days by the Board, that (i) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential and nonpublic information, the disclosure of which would be reasonably likely to have a material adverse effect on the Company, (ii) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would materially impede, delay or interfere with any material acquisition, divestiture, joint venture, merger, consolidation, other business combination, corporate reorganization, tender offer or other material transaction of the Company or (iiiii) the Company is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case each of either clause clauses (i) or through (iiiii), for convenience, referred to as an “Information Blackout”), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable SEC requirements), (B) 75 45 days after the general counsel of date on which the Company made makes such good faith determination that an Information Blackout exists (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, ) or (C) such time as the Company notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders Shares until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 90 days during any 12 12-month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 relating to the Shares is effective, upon written notice from the Company to the Selling Holders that the Company has determined in the good faith judgment of the general counsel of the Company, to be confirmed within 7 15 days by the Board, that (i) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company or (ii) the Company is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “Information Blackout”), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable SEC requirements), (B) 75 90 days after the general counsel of the Company made such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, or (C) such time as the Company notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 relating to the Shares is effective, upon written notice from the Company to the Selling Holders that the Company has determined determines in the good faith judgment of the general counsel of the Company, to be confirmed within 7 days by the Board, Company that (i) the Selling Holders’ ' sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that which the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company or (ii) the Company is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “"Information Blackout”"), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (Ai) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable SEC requirements)material, (Bii) 75 90 days after the general counsel of the Company made makes such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, or (Ciii) such time as the Company notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “"Sales Blackout Period”"). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 relating to the Shares is effective, upon written notice from the Company to the Selling Holders that the Company has determined in the good faith judgment of the general counsel of the Company, to be confirmed within 7 days by the Board, that (i) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential and nonpublic information, the disclosure of which would be reasonably likely to have a material adverse effect on the Company, (ii) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would materially impede, delay or interfere with any material acquisition, divestiture, joint venture, merger, consolidation, other business combination, corporate reorganization, tender offer or other material transaction of the Company or (iiiii) the Company is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case each of either clause clauses (i) or through (iiiii), for convenience, referred to as an “Information Blackout”), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable SEC requirements), (B) 75 45 days after the general counsel of date on which the Company made makes such good faith determination that an Information Blackout exists (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, ) or (C) such time as the Company notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders Shares until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 12-month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 Article II relating to the Shares is effective, upon written notice receipt from the Company to the Selling Holders Aquila of a copy of a resolution of Aquila's Board of Directors certified by Aquila's Secretary stating that the Company has determined in the good faith judgment of the general counsel Board of the Company, to be confirmed within 7 days by the Board, that (i) Directors of Aquila the Selling Holders’ Shareholders' sale of the Shares pursuant to the Shelf Registration would not be in the best interest of Aquila's stockholders because (i) such action would materially interfere with an existing proposal or plan by Aquila to engage in a material acquisition, merger, consolidation, tender offer, other business combination, reorganization, securities offering, or other material transaction, or (ii) such action would require the premature disclosure of material information that the Company Aquila has a bona fide business purpose purposes for preserving as confidential and the disclosure of confidential, which would have a material adverse effect on the Company or (ii) the Company is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “Information Blackout”)Aquila, the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (Ax) the date upon which such material information is disclosed to the public or ceases to be material (or as determined by the Company otherwise complies with applicable SEC requirementsAquila Board of Directors in good faith), (By) 75 90 days after the general counsel Board of the Company made Directors of Aquila makes such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, or (Cz) such time as the Company Aquila notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from resumed; provided that Aquila may not impose such a suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during once in any 12 12-month period. (b) If there is an Information Blackout such a suspension and the Selling Holders do not notify the Company Aquila in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Actsuspension period.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 Article II relating to the Shares is effective, upon written notice from the Company WPX to the Selling Holders that the Company has determined WPX determines in the good faith judgment of the general counsel of the CompanyWPX, to be confirmed within 7 15 days by the Board, that (i) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that the Company WPX has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company WPX or (ii) the Company WPX is unable to comply with SEC Commission requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “Information Blackout”), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material (or the Company WPX otherwise complies with applicable SEC Commission requirements), (B) 75 90 days after the general counsel of the Company made WPX makes such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC Commission rules or published interpretations, or (C) such time as the Company WPX notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company WPX in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i4.1(a)(iii)(x) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC Commission rules shall not relieve the contractual duty of the Company WPX as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 relating to the Shares is effective, upon written notice from the Company to the Selling Holders that the Company has determined determines in the good faith judgment of the general counsel of the Company, to be confirmed within 7 15 days by the Board, that (i) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that which the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company or (ii) the Company is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “Information Blackout”), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable SEC requirements), (B) 75 90 days after the general counsel of the Company made such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, or (C) such time as the Company notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration shelf registration effected pursuant to Section Article 2 relating to the Shares Registrable Securities is effective, upon written notice from the Company Stratos to the Selling Holders participating in the registration that the Company has determined Stratos determines in the good faith judgment of the general counsel Board of the Company, to be confirmed within 7 days by the Board, Directors of Stratos that (i) the Selling such Holders’ ' sale of the Shares Registrable Securities pursuant to the Shelf Registration shelf registration would require the disclosure of material information that the Company which Stratos has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company Stratos or (ii) the Company Stratos is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (iian "Information Blackout"), for convenience, referred to as an “Information Blackout”), the Selling such Holders shall suspend sales of the Shares Registrable Securities pursuant to such Shelf Registration shelf registration until the earlier of of: (Ai) the date upon which such material information is disclosed to the public or ceases to be material material; (or the Company otherwise complies with applicable SEC requirements), ii) ninety (B90) 75 days after the general counsel Board of the Company made Directors of Stratos makes such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, determination; or (Ciii) such time as the Company Stratos notifies the Selling Holders that sales pursuant to such Shelf Registration shelf registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “"Sales Blackout Period”"). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company Stratos in writing of their desire to cancel such Shelf Registrationshelf registration, the period set forth in Section 4.1(c)(i2.4(b) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 Article III relating to the Shares is effective, upon written notice from the Company Txx Hortons to the Selling Holders that the Company Txx Hortons has determined in the good faith judgment of the general counsel of the CompanyTxx Hortons, to be confirmed within 7 15 days by the Board, that (i) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that the Company Txx Hortons has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company Txx Hortons or (ii) the Company Txx Hortons is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “Information Blackout”), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier earliest of (A) the date upon on which such material information is disclosed to the public or ceases to be material (or the Company Txx Hortons otherwise complies with applicable SEC requirements), (B) 75 90 days after the general counsel of the Company Txx Hortons made such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, or and (C) such time as the Company Txx Hortons notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company Txx Hortons in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i5.01(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a A Sales Blackout Period is required under this Section 4.3 5.03 or by SEC rules shall not relieve the contractual duty of the Company Txx Hortons, as set forth in Section 2.7 3.07, to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 relating to the Shares is effective, upon written notice from the Company to the Selling Holders that the Company has determined determines in the good faith judgment of the general counsel of the Company, to be confirmed within 7 15 days by the Board, that (i) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that which the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company or (ii) the Company is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “Information Blackout”), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material material, (or the Company otherwise complies with applicable SEC requirements), ) (B) 75 90 days after the general counsel of the Company made such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, or (C) such time as the Company notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section SECTION 2 relating to the Shares is effective, upon written notice from the Company Propel to the Selling Holders that the Company has determined Propel determines in the good faith judgment of the general counsel of the CompanyPropel, to be confirmed within 7 15 days by the Board, that (i) the Selling Holders’ ' sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that the Company which Propel has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company Propel or (ii) the Company Propel is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “Information Blackout”"INFORMATION BLACKOUT"), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (Ai) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable SEC requirements)material, (Bii) 75 90 days after the general counsel of the Company Propel made such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, or (Ciii) such time as the Company Propel notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”"SALES BLACKOUT PERIOD"). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company Propel in writing of their desire to cancel such Shelf Registration, the period set forth in Section SECTION 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 relating to the Shares is effective, upon written notice from the Company to the Selling Holders that the Company has determined determines in the good faith judgment of the general counsel of the Company, to be confirmed within 7 days by the Board, Company that (i) the Selling Holders’ ' sale of the Shares pursuant to the Shelf Registration (i) would reasonably be expected to have a material adverse effect on any existing proposal or plans by the Company or any of its subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization, securities offering or other material transaction, or (ii) would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential and information, the disclosure of which would have a material adverse effect on the Company or (ii) the Company is unable to comply with SEC requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “"Information Blackout”"), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (Ai) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable SEC requirements)material, (Bii) 75 90 days after the general counsel of the Company made makes such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC rules or published interpretations, or (Ciii) such time as the Company notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “"Sales Blackout Period”"). The postponement rights in this Section 4.3(a) and Section 2.1(b) and ; provided that the holdback obligation in Section 4.5(c) Company shall not be applicable permitted to the Holders impose a Sales Blackout Period for more than a total of 120 days during two times in any 12 month period, reduced by the number of times during such 12 month period that the filing or effectiveness of a registration has been postponed pursuant to Section 2.1(b) hereof. (b) If there is an Information Blackout and the Selling Holders do not notify the Company in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC rules shall not relieve the contractual duty of the Company as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 Article II relating to the Shares is effective, upon written notice from the Company Tronox to the Selling Holders that the Company has determined Tronox determines in the good faith judgment of the general counsel of the CompanyTronox, to be confirmed within 7 15 days by the Board, that (i) the Selling Holders’ ' sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that the Company Tronox has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company Tronox or (ii) the Company Tronox is unable to comply with SEC Commission requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “"Information Blackout”"), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material (or the Company Tronox otherwise complies with applicable SEC Commission requirements), (B) 75 90 days after the general counsel of the Company made Tronox makes such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC Commission rules or published interpretations, or (C) such time as the Company Tronox notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “"Sales Blackout Period”"). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company Tronox in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i4.1(a)(iii)(x) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC Commission rules shall not relieve the contractual duty of the Company Tronox as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration effected pursuant to Section 2 Article II relating to the Shares is effective, upon written notice from the Company Tronox to the Selling Holders that the Company has determined Tronox determines in the good faith judgment of the general counsel of the CompanyTronox, to be confirmed within 7 15 days by the Board, that (i) the Selling Holders’ sale of the Shares pursuant to the Shelf Registration would require the disclosure of material information that the Company Tronox has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on the Company Tronox or (ii) the Company Tronox is unable to comply with SEC Commission requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an “Information Blackout”), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material (or the Company Tronox otherwise complies with applicable SEC Commission requirements), (B) 75 90 days after the general counsel of the Company made Tronox makes such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable SEC Commission rules or published interpretations, or (C) such time as the Company Tronox notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The postponement rights in this Section 4.3(a) and Section 2.1(b) and the holdback obligation in Section 4.5(c) shall not be applicable to the Holders for more than a total of 120 days during any 12 month period. (b) If there is an Information Blackout and the Selling Holders do not notify the Company Tronox in writing of their desire to cancel such Shelf Registration, the period set forth in Section 4.1(c)(i4.1(a)(iii)(x) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this Section 4.3 or SEC Commission rules shall not relieve the contractual duty of the Company Tronox as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act.