Common use of Blackout Provisions Clause in Contracts

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a) if (x) the Company Board, in good faith, determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (y) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that the Company may not take any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month period. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a4.6(a) if (x) the Company Board, in good faith, determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (y) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that the Company may not take any actions pursuant to this Section 4.7(a4.6(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month period. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a4.6(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a4.6(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a3.7(a) if (x) the Company Board, in good faith, determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (y) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that the Company may not take any actions pursuant to this Section 4.7(a3.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month period. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a3.7(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a3.7(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i1) postpone effecting a registration under this Agreement, Agreement or (ii2) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) 180 consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed), provided that the maximum aggregate number of days in any consecutive twelve-month period that may be subject to Suspension Notices shall be 180. The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) 2 of this Section 4.7(a) 2.06 if (x) the Board of Directors of the Company (the “Board, ”) in good faith, faith determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (y) the Company Board in good faith determines that the Company is or the Holders are in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, Board reasonably believes would not be in the best interests of the Company; provided that the Company may not take or (z) during any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month periodScheduled Black-Out Period. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i1) postpone effecting a registration under this Agreement, or (ii2) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) 90 consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) 2 of this Section 4.7(a2.07(a) if (x) the Company Board, in good faith, faith determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or on proposed to be undertaken by the Company or any of its subsidiaries, or (y) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that the Company may not take any actions action pursuant to this Section 4.7(a2.07(a) for a period of time in excess of ninety (90) 135 days in the aggregate in any twelve (12)-month 12-month period. (b) If the Company shall take any action pursuant to clause (ii) 2 of Section 4.7(a2.07(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a2.07(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i1) postpone effecting a registration under this Agreement, Agreement or (ii2) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) 180 consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed), provided that the maximum aggregate number of days in any consecutive twelve-month period that may be subject to Suspension Notices shall be 180. The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) 2 of this Section 4.7(a) 2.06 if (x) the Board of Directors of the Company (the “Board, ”) in good faith, faith determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (y) the Company Board in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, Board reasonably believes would not be in the best interests of the Company; provided that the Company may not take or (z) during any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month periodScheduled Black-Out Period. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may may, if permitted by the provisions of the following sentence, (i1) postpone effecting a registration under this Agreement, or (ii2) require such addressee to refrain from disposing the offering or selling of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) 180 consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) 2 of this Section 4.7(a2.06(a) if (xw) the Company Board, in good faith, faith determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (yx) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that , (y) the Company may not take in good faith otherwise determines that it would be materially detrimental to the Company or its security holders for such registration to be effected at such time, or (z) during any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety Scheduled Black-Out Period (90) days except, in the aggregate in any twelve case of this clause (12)-month periodz), only for the duration of such Scheduled Black-Out Period). (b) If the Company shall take any action pursuant to clause (ii) 2 of Section 4.7(a2.06(a) with respect to any participating Participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a2.06(a), the Company shall require such Person to refrain from disposing the offering or selling of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Holders RJS (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company Talen may (iA) postpone effecting a registration under this AgreementAgreement or filing amendment or supplement to any Registration Statement, including any Shelf Registration Statement, or prospectus, or (iiB) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case (i) during any regular quarterly period during which directors and executive officers of Talen are not permitted to trade under the xxxxxxx xxxxxxx policy of Talen then in effect or (ii) for a period of no more than fortysixty (60) days in any 180-five day period exclusive of (45Y) consecutive days from the delivery of such Suspension Notice covered by any lock-up agreement executed by RJS in connection with any underwritten offering and (which Z) any period may not be extended or renewed)described in clause (i) above. The Company Talen may postpone effecting a registration or apply the limitations on dispositions specified in clause (iiB)(ii) of this Section 4.7(a4(h) if (x1) the Company Board, in good faith, determines that such registration or disposition would materially impede, delay or interfere with any material transaction transaction, including any financing transaction, then pending or proposed to be undertaken by the Company Talen or any of its subsidiariesSubsidiaries, or (y2) the Company Talen, in good faith faith, determines that the Company it is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of Talen. Upon receipt of a Suspension Notice, RJS covenants that it shall, subject to applicable law, keep the Company; provided that the Company may not take fact of any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month periodsuch Suspension Notice strictly confidential. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the participating Holders (a “Suspension Notice”) ), stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i1) postpone effecting a registration under this Agreement, or (ii2) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five ninety (4590) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) 2 of this Section 4.7(a2.04(a) if (x) the Company Board, in good faith, faith determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, material subsidiaries or (y) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that the Company may not take any actions action pursuant to this Section 4.7(a) 2.04 for a period of time in excess of ninety (90) 180 days in the aggregate in any twelve (12)-month one year period. (b) If the Company shall take any action pursuant to clause (ii) 2 of Section 4.7(a2.04(a) with respect to any participating Holder in a period during which the Company shall be required under to cause a the Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a2.04(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i1) postpone effecting a registration under this Agreement, or (ii2) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) 180 consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) 2 of this Section 4.7(a2.06(a) if (xw) the Board of Directors of the Company (the “Board, ”) in good faith, faith determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (yx) the Company Board in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, Board reasonably believes would not be in the best interests of the Company; provided that the Company may not take or (y) during any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month periodScheduled Black-Out Period. (b) If the Company shall take any action pursuant to clause (ii) 2 of Section 4.7(a2.06(a) with respect to any participating Participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person Participating Holder by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a2.06(a), the Company shall require such Person Participating Holder to refrain from disposing of Registrable Securities owned by such PersonParticipating Holder.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five ninety (4590) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a) 2.6 if (x) within ninety (90) days of receipt of a request for Demand Registration under Section 2.1(a), the Company Boardhas a good faith expectation to file a registration statement for the public offering of securities for the account of the Company, provided, that the Company is actively employing good faith efforts to cause such registration statement to become effective, (y) the Company’s Board of Directors, in good faith, determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (yz) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company BoardCompany’s Board of Directors, in good faith, reasonably believes would not be in the best interests of materially detrimental to the Company; provided provided, that the Company may not take any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety (90) days in the aggregate 2.6 more than twice in any twelve (12)-month period. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a). Furthermore, the Company shall require such Person not be required to refrain from disposing effect any registration of Registrable Securities owned by at any time during the period any Holder is in breach of or has failed to cause its Affiliates to comply with the obligations and restrictions of Sections 3 or 4 of this Agreement, the Company has provided notice of such Personbreach to such Holder, and such breach or failure is ongoing and has not been remedied.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the participating Holders (a “"Suspension Notice”) "), stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i1) postpone effecting a registration under this Agreement, or (ii2) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) 90 consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a) 2 if (x) the Company Board, in good faith, faith determines that such registration or disposition would materially impede, delay or interfere with any material financing, offer or sale of equity securities of the Company, acquisition, disposition or other material transaction then pending or proposed to be undertaken by the Company or any of its material subsidiaries, (y) an investment banking firm of recognized national standing shall advise the Company in writing that effecting the registration or the disposition by such person of Registrable Securities or other equity securities of the Company, as the case may be, would materially and adversely affect an offering of equity securities of the Company, by the Company for its own account the preparation of which had then been commenced, or (yz) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that the Company may not take any actions action pursuant to this Section 4.7(a) 2.05 for a period of time in excess of ninety (90) 120 days in the aggregate in any twelve (12)-month one year period. (b) If the Company shall take any action pursuant to clause (ii) 2 of Section 4.7(a2.05 (a) with respect to any participating Holder in a period during which the Company shall be required under Section 2.04(a) to cause a the Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a2.05(a), - 11 - the Company shall require such Person person to refrain from disposing of Registrable Securities owned by such Personperson.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) consecutive days [***] from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a6(f) if (x) within [***] of receipt of a request for Demand Registration under Section 6(a)(i), the Company Boardexpects to file a registration statement for the public offering of securities for the account of the Company, provided, that the Company is actively employing good faith efforts to cause such registration statement to become effective, (y) the Company’s board of directors, in good faith, determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (yz) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company BoardCompany’s board of directors, in good faith, reasonably believes would not be in the best interests of the Company; provided that the Company may not take any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month period[***]. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the participating Holders (a “Suspension Notice”) ), stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i1) postpone effecting a registration under this Agreement, or (ii2) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) 90 consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a) 2 if (x) the Company Board, in good faith, faith determines that such registration or disposition would materially impede, delay or interfere with any material financing, offer or sale of equity securities of the Company, acquisition, disposition or other material transaction then pending or proposed to be undertaken by the Company or any of its material subsidiaries, (y) an investment banking firm of recognized national standing shall advise the Company in writing that effecting the registration or the disposition by such person of Registrable Securities or other equity securities of the Company, as the case may be, would materially and adversely affect an offering of equity securities of the Company, by the Company for its own account the preparation of which had then been commenced, or (yz) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that the Company may not take any actions action pursuant to this Section 4.7(a) 2.05 for a period of time in excess of ninety (90) 120 days in the aggregate in any twelve (12)-month one year period. (b) If the Company shall take any action pursuant to clause (ii) 2 of Section 4.7(a2.05(a) with respect to any participating Holder in a period during which the Company shall be required under Section 2.04(a) to cause a the Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a2.05(a), the Company shall require such Person person to refrain from disposing of Registrable Securities owned by such Personperson.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) 90 consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed)) and no more than 120 days in any twelve-month period. The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a6.7(a) if (x) the Company Board, Board in good faith, faith determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (y) the Company Board in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, Board reasonably believes would not be in the best interests of the Company; provided that the Company may not take or (z) during any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month periodScheduled Black-out Period. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a6.7(a) with respect to any participating Participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person Participating Holder by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a6.7(a), the Company shall require such Person Participating Holder to refrain from disposing of Registrable Securities owned by such PersonParticipating Holder.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply Table of Contents to the addressee of such Suspension Notice, the Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five (45) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a3.7(a) if (x) the Company Board, in good faith, determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (y) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that the Company may not take any actions pursuant to this Section 4.7(a3.7(a) for a period of time in excess of ninety (90) days in the aggregate in any twelve (12)-month period. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a3.7(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a3.7(a), the Company shall require such Person to refrain from disposing of Registrable Securities owned by such Person.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to the participating Holders (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (i) postpone effecting a registration under this Agreement, or (ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case for a period of no more than forty-five ninety (4590) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause (ii) of this Section 4.7(a) 2.6 if (x) within ninety (90) days of receipt of a request for Demand Registration under Section 2.1(a), the Company Boardhas a good faith expectation to file a registration statement for the public offering of securities for the account of the Company, provided, that the Company is actively employing good faith efforts to cause such registration statement to become effective, (y) the Company’s board of directors, in good faith, determines that such registration or disposition would materially impede, delay or interfere with any material transaction then pending or proposed to be undertaken by the Company or any of its subsidiaries, or (yz) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company BoardCompany’s board of directors, in good faith, reasonably believes would not be in the best interests of materially detrimental to the Company; provided provided, that the Company may not take any actions pursuant to this Section 4.7(a) for a period of time in excess of ninety (90) days in the aggregate 2.6 more than twice in any twelve (12)-month period. (b) If the Company shall take any action pursuant to clause (ii) of Section 4.7(a) with respect to any participating Holder in a period during which the Company shall be required to cause a Registration Statement to remain effective under the Securities Act and the prospectus to remain current, such period shall be extended for such Person by one (1) day beyond the end of such period for each day that, pursuant to Section 4.7(a). Furthermore, the Company shall require such Person not be required to refrain from disposing effect any registration of Registrable Securities owned by at any time during the period any Holder is in breach of or has failed to cause its Affiliates to comply with the obligations and restrictions of Sections 3, 4 or 5 of this Agreement, the Company has provided notice of such Personbreach to such Holder, and such breach or failure is ongoing and has not been remedied.