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 Holdings to the Selling Holders that Holdings determines in its good faith judgment that the Selling Holders' sale of the Shares pursuant to the Shelf Registration would require disclosure of material information which Holdings has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on Holdings (an "Information Blackout"), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (i) one day following the date upon which such material information is disclosed to the public or ceases to be material, (ii) 60 days after Holdings makes such good faith determination or (iii) such time as Holdings 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"). (b) If there is an Information Blackout and the Selling Holders do not notify Holdings 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.

Appears in 3 contracts

Samples: Registration Rights Agreement (Expressjet Holdings Inc), Registration Rights Agreement (Expressjet Holdings Inc), Registration Rights Agreement (Expressjet Holdings Inc)

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Blackout Periods for Shelf Registrations. (a1) At any time when a Shelf Registration effected pursuant to Section 2 relating to the Shares is effective, upon written notice from Holdings the Company to the Selling Holders that Holdings the Company determines in its the good faith judgment of the board of directors of the Company that the Selling Holders' sale of the Shares pursuant to the Shelf Registration would require disclosure of material information which Holdings the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on Holdings the Company or the Company is unable to comply with SEC requirements (an "Information Blackout"), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (i) one day following the date upon which such material information is disclosed to the public or ceases to be material, (ii) 60 90 days after Holdings the board of directors of the Company makes such good faith determination or and (iii) such time as Holdings 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"). (b2) If there is an Information Blackout and the Selling Holders do not notify Holdings 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Ixnet Inc)

Blackout Periods for Shelf Registrations. (a) At any time when a Shelf Registration shelf registration effected pursuant to Section 2 relating to the Shares Registrable Securities is effective, upon written notice from Holdings the Company to the Selling Holders participating in the registration that Holdings the Company determines in its the good faith judgment of the Board of Directors of the Company that the Selling such Holders' sale of the Shares Registrable Securities pursuant to the Shelf Registration shelf registration would require disclosure of material information which Holdings the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on Holdings the Company or the Company is unable to comply with SEC requirements (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 (i) one day following the date upon which such material information is disclosed to the public or ceases to be material, (ii) 60 90 days after Holdings the Board of Directors of the Company makes such good faith determination or (iii) such time as Holdings the Company 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"). (b) If there is an Information Blackout and the Selling Holders do not notify Holdings the Company 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Cabot Microelectronics Corp)

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 Holdings the Company to the Selling Holders that Holdings the Company determines in its the good faith judgment of the general counsel of the Company that the Selling Holders' sale of the Shares pursuant to the Shelf Registration would require disclosure of material information which Holdings the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on Holdings the Company or the Company is unable to comply with SEC requirements (an "Information Blackout"), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (i) one day following the date upon which such material information is disclosed to the public or ceases to be material, (ii) 60 90 days after Holdings counsel of the Company makes such good faith determination or (iii) such time as Holdings 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"). (b) If there is an Information Blackout and the Selling Holders do not notify Holdings 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Pfsweb Inc)

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 Holdings the Company to the Selling Holders that Holdings the Company determines in its the good faith judgment of the general counsel or the Board of Directors of the Company that the Selling Holders' sale of the Shares pursuant to the Shelf Registration would require disclosure of material information which Holdings the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on Holdings the Company or the Company is unable to comply with SEC requirements (an "Information Blackout"), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (i) one day following the date upon which such material information is disclosed to the public or ceases to be material, (ii) 60 90 days after Holdings makes the making of such good faith determination or (iii) such time as Holdings 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"). (b) If there is an Information Blackout and the Selling Holders do not notify Holdings 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Overnite Corp)

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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 Holdings the Company to the Selling Holders that Holdings the Company determines in its the good faith judgment of the general counsel of the Company that the Selling Holders' sale of the Shares pursuant to the Shelf Registration would require disclosure of material information which Holdings the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on Holdings the Company or the Company is unable to comply with SEC requirements (an "Information Blackout"), the Selling Holders shall suspend sales of the Shares pursuant to such Shelf Registration until the earlier of (i) one day following the date upon which such material information is disclosed to the public or ceases to be material, (ii) 60 90 days after Holdings counsel of the Company makes such good faith determination or (iii) such time as Holdings 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"). (b) If there is an Information Blackout and the Selling Holders do not notify Holdings 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Daisytek International Corporation /De/)

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 Holdings the Company to the Selling Holders that Holdings the Company determines in its the good faith judgment of the general counsel of the Company that the Selling Holders' sale of the Shares pursuant to the Shelf Registration would require disclosure of material information which Holdings the Company has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on Holdings the Company or the Company is unable to comply with SEC requirements (an "Information Blackout"), the Selling Holders shall suspend -------------------- sales of the Shares pursuant to such Shelf Registration until the earlier of (i) one day following the date upon which such material information is disclosed to the public or ceases to be material, (ii) 60 90 days after Holdings the general counsel of the Company makes such good faith determination or (iii) such time as Holdings 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").. --------------------- (b) If there is an Information Blackout and the Selling Holders do not notify Holdings 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Osca Inc)

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