Common use of Blackout Periods Clause in Contracts

Blackout Periods. (i) 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 Holders (a “Suspension Notice”), may direct the Holders to suspend sales of the Registrable Securities pursuant to a Registration Statement 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 date of this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) a majority of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, 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 or (2) 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 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(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its reasonable best 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, so as to permit the Holders to resume sales of the Registrable Securities as soon as possible.

Blackout Periods. (i) Notwithstanding anything The Company shall have the right to the contrary in this Agreement, if at any time after delay the filing or effectiveness, or in the case of the a Shelf Registration Statement, the Company, by written notice to the Holders (a “Suspension Notice”), may direct the Holders to suspend sales the use, of a Registration Statement required pursuant to Section 2.01, Section 2.02 or Section 2.04 hereof during no more than two (2) periods aggregating to not more than forty-five (45) days in any twelve-month period (except as a result of a review of any post-effective amendment by the Registrable Securities pursuant SEC before declaring any post-effective amendment to a Registration Statement for such times as effective, provided that the Company reasonably may determine is necessary and advisable has used its reasonable best efforts to cause such post-effective amendment to be declared effective) (but a “Blackout Period”) in no the event for more than (x) an aggregate of ninety (90) days that in any rolling twelve (12) month period commencing on the date of this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any judgment of the following events shall occur: Board, (1i) there is a majority of reasonable likelihood that such disclosure, or any other action to be taken in connection with the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities prospectus, would materially impede, delay and adversely affect or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combinationdisposition of assets (not in the ordinary course of business), corporate reorganization or other significant similar transaction involving in which the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations, or has proposed or taken a substantial step to commence, (Bii) after the advice there is an event or state of counsel, the sale of Registrable Securities pursuant facts relating to the Registration Statement would require Company which is material to the Company the disclosure of non-public material information not otherwise required to be disclosed under applicable law or (2) a majority of which would, in the Board of Directors reasonable judgment of the Company shall have determined in good faith, after the advice of counsel, that the Company be adverse to its interests or (iii) it is required by law, rule rule, regulation or regulation published release or interpretation of the SEC 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 (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) 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 most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C3) 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 ; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement or suspend 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 Company shall use its reasonable best 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, so as applicable, required pursuant to permit the registration rights of the holders of any securities of the Company. The Company shall promptly give the Holders to resume sales written notice of such determination containing a general statement of the Registrable Securities as soon as possiblereasons for such postponement and an approximation of the anticipated delay.

Blackout Periods. (i) 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 Holders (a “Suspension Notice”), may direct the Holders to suspend sales of the Registrable Securities pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than either (x) an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the date of this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) a majority of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, 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 or (2) 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 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(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its reasonable best 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, so as to permit the Holders to resume sales of the Registrable Securities as soon as possible.

Blackout Periods. (i) Notwithstanding anything herein to the contrary in this Agreementcontrary, if at (a) no Holder may sell any time after the securities pursuant to Section 6.2 or Section 6.3 and (b) any registration statement may be suspended or a filing of the Registration Statement, delayed by the Company, by written notice to in either case, if the Company notifies the Holders (a “Suspension Notice”), may direct the Holders to suspend sales of the Registrable Securities pursuant to a Registration Statement 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 date of this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) a majority of the Board of Directors of the Company shall have that it has determined in good faith that (Ai) it is in the offer best interest of the Company not to disclose the existence of, or sale of facts surrounding, any Registrable Securities would materially impedeproposed or pending significant business transaction, delay or interfere with any material proposed financing, offer or sale of securitiesfinancial project, acquisition, merger, tender offer, business combination, merger or corporate reorganization or other significant transaction material development involving the Company, the disclosure of which would reasonably be expected to materially adversely affect the Company or its business, or (Bii) after the advice of counsela significant business transaction, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material acquisition or merger has occurred and any financial statements or pro forma financial information not otherwise required to be disclosed under applicable law included or (2) incorporated by reference in a majority registration statement or prospectus by Regulation S-X are unavailable without unreasonable effort and expense; provided that any Demand Holder may withdraw all or a portion of the Board of Directors of the Company shall have determined in good faithits Demand Registration during any Blackout Period without it counting as a Demand Registration; provided, after the advice of counselfurther, that the Company is required by law, rule or regulation 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 the Company may not delay the filing or effectiveness of, or suspend, any registration statement in excess of one-hundred and twenty (120) days in any calendar year (such period and the Registration Statement seven (7) days prior to any prospectus required under Section 10(a)(3) of the Securities Act; one-hundred and twenty (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) that120)-day period, 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(c) is sometimes referred to herein as a “Blackout Period.” Upon ”), plus an extension period, which shall be no longer than seventeen (17) days, as may be proposed by the occurrence managing underwriter solely to the extent required to address FINRA regulations regarding the publishing of any research, (B) such suspensionregistration statement shall remain effective subsequent to the cessation of such Blackout Period for a number of days equal to the Blackout Period, and (C) the Company shall use its reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on may not file any registration statement during a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement, so as to permit the Holders to resume sales of the Registrable Securities as soon as possibleBlackout Period.

Blackout Periods. (i) Notwithstanding anything The Company shall have the right to the contrary in this Agreement, if at any time after delay the filing or effectiveness, or in the case of the a Shelf Registration Statement, the Company, by written notice to the Holders (a “Suspension Notice”), may direct the Holders to suspend sales the use, of a Registration Statement required pursuant to Section 2.01, Section 2.02 or Section 2.04 hereof during no more than two (2) periods aggregating to not more than forty-five (45) days in any twelve-month period (except as a result of a review of any post-effective amendment by the Registrable Securities pursuant SEC before declaring any post-effective amendment to a Registration Statement for such times as effective; provided that the Company reasonably may determine is necessary and advisable has used its reasonable best efforts to cause such post-effective amendment to be declared effective) (but a “Blackout Period”) in no the event for more than (x) an aggregate of ninety (90) days that in any rolling twelve (12) month period commencing on the date of this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any judgment of the following events shall occur: Board, (1i) there is a majority of reasonable likelihood that such disclosure, or any other action to be taken in connection with the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities prospectus, would materially impede, delay and adversely affect or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combinationdisposition of assets (not in the ordinary course of business), corporate reorganization or other significant similar transaction involving in which the Company is engaged or in respect of which the Company proposes to engage in discussions or negotiations, or has proposed or taken a substantial step to commence, (Bii) after the advice there is an event or state of counsel, the sale of Registrable Securities pursuant facts relating to the Registration Statement would require Company which is material to the Company the disclosure of non-public material information not otherwise required to be disclosed under applicable law or (2) a majority of which would, in the Board of Directors reasonable judgment of the Company shall have determined in good faith, after the advice of counsel, that the Company be adverse to its interests or (iii) it is required by law, rule rule, regulation or regulation published release or interpretation of the SEC 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 (A1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B2) 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 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(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its reasonable best 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, so as to permit the Holders to resume sales of the Registrable Securities as soon as possible.or

Blackout Periods. (i) 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 Holders Securityholders (a “Suspension Notice”), may direct the Holders Securityholders to suspend sales of the Registrable Securities pursuant to a Registration Statement 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 date of this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) a majority of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, 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 or (2) 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 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(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its reasonable best 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, so as to permit the Holders Securityholders to resume sales of the Registrable Securities as soon as possible.