Common use of Blackout Periods Clause in Contracts

Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than 60 days in any twelve-month period (a “Blackout Period”) in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board of Directors, there is a reasonable likelihood that such disclosure, 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 (not in the ordinary course of business), corporate reorganization or other similar transaction in which the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there is an event or state of facts relating to the Company which is material to the Company the disclosure of which would, in the reasonable judgment of the Company be adverse to its interests; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of the holders of any securities of the Company. The Company shall promptly give the Holders written notice of such determination; however the Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice.

Blackout Periods. The Company Corporation shall have the right to delay the filing or effectiveness of a the Shelf Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than 60 90 days in any twelve-month period (a “Blackout Period”) in the event that (i) the Company Corporation would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed that the Corporation has a bona fide business purpose for preserving as confidential and (ii) in the good faith judgment of the CompanyCorporation’s Board of Directors, there is a reasonable likelihood that such disclosure, disclosure 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 (not in the ordinary course of business), corporate reorganization or other similar transaction in which the Company Corporation is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or Corporation has proposed or taken a substantial step to commence, or there is an event or state of facts relating to the Company Corporation which is material to the Company Corporation, the disclosure of which would, in the reasonable good faith judgment of the Company Corporation be adverse to its interests; provided, however, that the Company Corporation shall delay during such Blackout Period the filing or effectiveness of any Shelf Registration Statement required pursuant to the registration rights of the holders of any securities Securities of the CompanyCorporation. The Company shall promptly give the Holders written notice of such determination; however the Company Corporation shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company Corporation is delivering such notice.

Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof or suspend sales under a Shelf Registration Statement filed hereunder during no more than two (2) periods aggregating to not more than 60 45 days in any twelve-12 month period (a “"Blackout Period”") in the event that (i) the Company would, in accordance with the written advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith and reasonable judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure, 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 (not in the ordinary course of business), corporate reorganization or other similar transaction in which the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there is an event or state of facts relating to the Company which is material to the Company the disclosure of which would, in the reasonable judgment of the Company Company, be adverse to its interests; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of of, or suspend sales under, any Registration Statement required pursuant to the registration rights of the holders of any securities of the Company. The Company shall promptly give the Holders written notice of such determination; however the Company shall have no obligation to include in any such notice any reference to or description determination containing a general statement of the facts based upon which reasons for such postponement and an approximation of the Company is delivering such noticeanticipated delay.

Blackout Periods. The Notwithstanding anything to the contrary contained in this Agreement, the Company shall will have the right to delay the filing or effectiveness of a Registration Statement required requested pursuant to Section 2 2, 3 or 3 4 hereof during no more than two (2) periods aggregating to not more than 60 90 days in any twelve-month period (a “Blackout Period”"BLACKOUT PERIOD") in the event that (ia) the Company would, in accordance with the reasonable advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed disclosed, and (iib) in the reasonable judgment of a majority of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger, material joint venture, disposition of assets (not in the ordinary course of business), corporate reorganization or other similar transaction in which involving the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there is an event or state of facts relating to the Company which is material to the Company the disclosure of which would, in the reasonable judgment of the Company be adverse to its interestscompany; provided, however, that during any such Blackout Period, the Company shall will also delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant registration statement with respect to the registration rights any Securities of the holders of Company or any securities other stockholder of the Company. The Company shall will promptly give the Holders written notice of such determinationdetermination containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; however and provided, further, however, that the implementation of any Blackout Period will be done in good faith, and not for the purpose or intention of impeding such rights. Upon the expiration of any such event causing a Blackout Period, the Company shall have no obligation to include in any such notice any reference to or description promptly notify the Holders and if requested will again proceed with the preparation and filing of the facts based upon which the Company is delivering such noticerequired registration statement.

Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than 60 90 days in any twelve-month period (a “"Blackout Period”") in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure, 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 (not in the ordinary course of business), corporate reorganization or other similar transaction in which the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there is an event or state of facts relating to the Company which is material to the Company the disclosure of which would, in the reasonable judgment of the Company be adverse to its interests; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of the holders of any securities Securities of the Company. The Company shall promptly give the Holders Holder written notice of such determination; however the Company shall have no obligation to include in any such notice any reference to or description Blackout Period containing an approximation of the facts based upon which the Company is delivering such noticeanticipated delay.

Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than 60 120 days in any twelve-month period (a “Blackout Period”) in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board of Directors, there is a reasonable likelihood that such disclosure, 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 (not in the ordinary course of business), corporate reorganization or other similar transaction in which the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there is an event or state of facts relating to the Company which is material to the Company the disclosure of which would, in the reasonable judgment of the Company be adverse to its interests; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of the holders of any securities Securities of the Company. The Company shall promptly give the Holders written notice of such determination; however the Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice.

Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section Sections 2 or 3 hereof during no more than two (2) periods aggregating to not more than 60 90 days in any twelve-month period (a “Blackout Period”) in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s Board of Directors, there is a reasonable likelihood that such disclosure, 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 (not in the ordinary course of business), corporate reorganization or other similar transaction in which the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there is an event or state of facts relating to the Company which is material to the Company the disclosure of which would, in the reasonable judgment of the Company be adverse to its interests; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of the holders of any securities of the Company. The Company shall promptly give the Holders Holder written notice of such determination; however the Company shall have no obligation to include in any such notice any reference to or description determination containing a general statement of the facts based upon which reasons for such postponement and an approximation of the Company is delivering such noticeanticipated delay.

Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a Registration Statement registration statement required pursuant to Section 1 or Section 2 hereof or 3 hereof suspend sales under such registration statement during no more than two three (23) periods aggregating to not more than 60 ninety (90) calendar days in any twelve-month period (a “Blackout Period”) in the event that (ia) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus registration statement information not otherwise then required by law to be publicly disclosed and (iib) in the reasonable judgment of the Company’s Board of Directors, (i) there is a reasonable likelihood that such disclosure, 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 (not in the ordinary course of business), corporate reorganization or other similar material transaction in which involving the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or (ii) there is an event a reasonable likelihood that such disclosure would materially and adversely affect or state of facts relating to interfere with the Company which is material to the Company the disclosure of which would, in the reasonable judgment best interests of the Company be adverse to or its interestsshareholders; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of of, or suspend sales under, any Registration Statement other registration statement required pursuant to the registration rights of the holders of any other securities of the Company. The Company shall promptly give the Holders holders of Registrable Securities written notice of such determination; however determination containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. Notwithstanding anything else herein to the contrary, the Company shall have no obligation not be required to include in disclose to the holders of Registrable Securities any such notice any reference to or description of the facts based upon which the Company is delivering such noticeor circumstances regarding material non-public information giving rise to any Blackout Period.

Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section Sections 2 or 3 hereof during no more than two (2) periods of up to 90 days each, aggregating to not more than 60 120 days in any twelve-month period (each a “Blackout Period”) in the event that (i) the Company wouldthat, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the reasonable good faith judgment of the Company’s Board of DirectorsDirectors (or an authorized committee thereof), there is a reasonable likelihood that such disclosurethe registration and distribution of Registrable Securities, or any other action to be taken in connection with the prospectus, (i) would materially and adversely affect or interfere with any financing, registration of securities, acquisition, merger, disposition of assets (not in the ordinary course of business), corporate reorganization or other similar significant transaction in which the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or (ii) there is an event or state of facts relating to the Company which is material to the Company the disclosure of which would, in the reasonable good faith judgment of the Company be adverse to its interests; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of the holders of any securities Securities of the Company. The Company shall promptly give the Holders written notice (a “Blackout Notice”) of such determination; however the commencement and the termination of any Blackout Period. The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice.

Blackout Periods. The Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right to delay the filing or effectiveness of a Registration Statement required requested pursuant to Section 2 2, 3 or 3 hereof 4 hereof, or to suspend after a period of 30 days the right of a Holder to sell Registrable Securities under an effective Registration Statement, during no more than two (2) periods aggregating to not more than 60 90 days in any twelve-month period (a “Blackout Period”"BLACKOUT PERIOD") in the event that (i) (a) the Company would, in accordance with the reasonable advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed disclosed, and (iib) in the judgment of the Company’s 's Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger, material joint venture, disposition of assets (not in the ordinary course of business), corporate reorganization or other similar transaction in which involving the Company, or (ii) the Company is engaged or actively involved in respect the preparation of its annual audited financial statements (during which time, if a Blackout Period, the Company proposes shall not be required to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there is permit the use of an event or state of facts relating to the Company which is material to the Company the disclosure of which would, in the reasonable judgment of the Company be adverse to its interestseffective Registration Statement and related Prospectus); provided, however, that during any such Blackout Period, the Company shall also delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant registration statement with respect to the registration rights any Securities of the holders of Company or any securities other shareholder of the Company. The Company shall promptly give the Holders written notice of such determination; however the Company shall have no obligation to include in any such notice any reference to or description determination containing a general statement of the facts based upon which reasons for such postponement and an approximation of the Company is delivering anticipated delay; and provided further, however, that the implementation of any Blackout Period shall be done in good faith, and not for the purpose or intention of impeding such noticerights.

Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2 or 3 hereof during no more than two (2) periods aggregating to not more than 60 ninety (90) days in any twelve-month period (each, a “Blackout Period”) ), in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus material non-public information that the Company has a bona fide business purpose for preserving as confidential and that is not otherwise then required by law to be publicly disclosed and disclosed, (ii) the Company determines that the prospectus requires amendment or supplement due to the happening of any event that comes to the attention of the Company and as a result of which the prospectus would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (iii) in the good faith judgment of the Company’s Board 's board of Directorsdirectors, there is a reasonable likelihood that such disclosuredisclosure of material non-public information, 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 (not in the ordinary course of business), corporate reorganization or other similar material transaction in which the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there is an event or state of facts relating to involving the Company which is material to the Company the disclosure of which would, in the reasonable judgment of the Company be adverse to its interestsCompany; provided, however, that (A) Selling Shareholder shall be entitled, at any time after receiving notice of such delay and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations and (B) the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of the other holders of any securities of the Company. The Company shall promptly give the Holders Selling Shareholder written notice of such determination; however determination containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. After the expiration of any Blackout Period (including upon public disclosure of the material non-public information that was the reason for such Blackout Period) and without any further request from Selling Shareholder, the Company shall have no obligation promptly notify Selling Shareholder and shall use its reasonable best efforts to include prepare and file with the SEC the requisite Registration Statement or such amendments or supplements to such Registration Statement or prospectus used in any connection therewith as may be necessary to cause such notice any reference Registration Statement to or description of the facts based upon which the Company is delivering such noticebecome effective as promptly as practicable thereafter.