Common use of Blackout Provisions Clause in Contracts

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, beginning on the day that is ninety (90) days following August 22, 2013, 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 (1) postpone effecting a registration under this Agreement, or (2) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case with respect to clauses (w) and (x) in the following sentence, (A) for a period of no more than ninety (90) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed) and (B) for not more than three periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period, it being understood that any postponement or delay in disposition of Registrable Securities pursuant to clause (y) in the following sentence which occurs during or immediately adjacent to a delay or postponement pursuant to clause (w) or (x) in the following sentence shall count towards such ninety (90) day limit. The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause 2 of this Section 2.06(a) if (w) the Board of Directors of the Company (the “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, (x) the 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 Board reasonably believes would not be in the best interests of the Company or (y) during any Scheduled Black-Out Period, provided any such postponement pursuant to this clause (y) shall not extend longer than such Scheduled Black-Out Period.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, beginning on the day that is ninety (90) days following August 22, 2013, 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 (1A) postpone effecting a registration under this AgreementAgreement or filing amendment or supplement to any Registration Statement, including any Shelf Registration Statement, or prospectus, or (2B) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case with respect (i) during any regular quarterly period during which directors and executive officers of Talen are not permitted to clauses trade under the xxxxxxx xxxxxxx policy of Talen then in effect or (w) and (x) in the following sentence, (Aii) for a period of no more than ninety sixty (90) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed) and (B) for not more than three periods in any twelve (12) month period and not more than ninety (9060) days in the aggregate any 180-day period exclusive of (Y) days covered by any lock-up agreement executed by RJS in connection with any twelve underwritten offering and (12Z) month period, it being understood that any postponement or delay period described in disposition of Registrable Securities pursuant to clause (yi) in the following sentence which occurs during or immediately adjacent to a delay or postponement pursuant to clause (w) or (x) in the following sentence shall count towards such ninety (90) day limitabove. The Company Talen may postpone effecting a registration or apply the limitations on dispositions specified in clause 2 (B)(ii) of this Section 2.06(a4(h) if (w1) 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 transaction, including any financing transaction, then pending or proposed to be undertaken by the Company Talen or any of its subsidiariesSubsidiaries, or (x2) the Board 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 Board 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 or (y) during any Scheduled Black-Out Period, provided fact of any such postponement pursuant to this clause (y) shall not extend longer than such Scheduled Black-Out PeriodSuspension Notice strictly confidential.

Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, beginning on the day that is ninety (90) days following August 22, 2013, by delivery of written notice to the Participating Holders Investor (a “Suspension Notice”) stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (1i) postpone effecting a registration under this Agreement, or (2ii) require such addressee to refrain from disposing of Registrable Securities under the registration, in either case with respect to clauses (w) and (x) in the following sentence, (A) for a period of no more than ninety forty-five (9045) consecutive days from the delivery of such Suspension Notice (which period may not be extended or renewed) and (B) for not more than three periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period, it being understood that any postponement or delay in disposition of Registrable Securities pursuant to clause (y) in the following sentence which occurs during or immediately adjacent to a delay or postponement pursuant to clause (w) or (x) in the following sentence shall count towards such ninety (90) day limit). The Company may postpone effecting a registration or apply the limitations on dispositions specified in clause 2 (ii) of this Section 2.06(a2.7(a) if (wx) 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 (xy) the Board 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 Board Board, in good faith, reasonably believes would not be in the best interests of the Company; provided that (i) the Company or (y) during may not take any Scheduled Black-Out Period, provided any such postponement actions pursuant to this clause Section 2.7(a) for a period of time in excess of ninety (y90) days in the aggregate in any twelve (12)-month period and, (ii) the application of such limitations shall not extend longer than prevent the Investor from making a demand under Section 2.1 or electing to participate in any Piggyback Registration under Section 2.3 or relieve the Company from its obligation to file (but not its obligation to cause to be declared effective) a Registration Statement pursuant to this Agreement and (iii) the application of such Scheduled Black-Out Periodlimitations shall not apply to the Investor in any Piggyback Registration under Section 2.3 to the extent the Company has waived such limitations with respect to any registered offering of Registrable Securities for its own account or for the account of any other Person, which offering gives rise to such Piggyback Registration.