Blackout Rights. Following the effective date of any registration statement filed pursuant to Article 4 of this Agreement, the Company shall be entitled, from time to time, to notify Executive to discontinue offers or sales of shares pursuant to such registration statement for Registrable Securities for the period of time stated in the written notice (the "Blackout Notice"), if the Company determines, in its reasonable business judgment, that the disclosure required in connection with the offers and sales of the Registrable Securities could materially damage the Company's ability to successfully complete an acquisition, corporate reorganization, securities offering or other voluntary transaction undertaken by the Company (which information the Company would not be required to disclose at such time other than in connection with Executive's registration statement) that is material to the Company and its subsidiaries taken as a whole. The time period for which Executive must discontinue offers or sales of shares pursuant to a Blackout Notice shall be for any period the Company reasonably believes is necessary, and if, the Company is unable to determine the duration of such period at the time the Blackout Notice is issued, the Blackout Notice may state that the period extends "until the Executive is otherwise notified by the Company;" provided that the Blackout Notice may not exceed more than one hundred eighty (180) consecutive days within any period of three hundred sixty-five (365) consecutive days. The Blackout Notice shall be signed by an authorized officer of the Company and shall certify the Company's determination. Executive agrees that upon receipt of a Blackout Notice he shall discontinue offers or sales of Registrable Shares pursuant to any such registration statement for the period of time stated in the Blackout Notice.
Blackout Rights. Blackout rights or other prevention of public display required by a league, conference or other governing body, or which are otherwise required by a third party promoter, producer, organizer or operator of a Village Event.
Blackout Rights. Notwithstanding any other provision of this Agreement to the contrary, if at any time after the 15th day after the Registration Statement is declared effective by the SEC, TCI Music determines, in its reasonable business judgment, that the registration and offering to be effected pursuant to the Registration Statement could interfere with or otherwise adversely affect any financing, acquisition, sale, merger, consolidation or other material transaction or development involving TCI Music or any of its affiliates or require TCI Music to disclose any matter that otherwise would not be required to be disclosed at such time, then TCI Music may require the suspension by the Stockholder of the distribution of any of the Registrable Shares by giving notice to the Stockholder. Any such notice need not specify the reasons for such suspension if TCI Music determines, in its reasonable judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. Subject to the following sentence, until TCI Music has determined, in its reasonable judgment, that such suspension is no longer necessary and has given notice of that determination to the Stockholder, TCI Music's obligations to use commercially reasonable efforts to cause the Registration Statement
Blackout Rights. Blackout rights or other prevention of public display required by a league, conference or other governing body, or which are otherwise required by an owner, promoter or agent of an Arena Event, provided that KCP shall use reasonable commercially efforts to avoid such rights and requirements.
Blackout Rights. Notwithstanding any other provision --------------- of this Agreement to the contrary, if the Company determines, in its reasonable business judgment, that the registration and offering to be effected pursuant to any Registration Statement could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, sale, merger, consolidation or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose any matter that otherwise would not be required to be disclosed at such time, then the Company may, upon written notice to Sellers' Agent (i) postpone the filing of a Registration Statement for a reasonable period of time, but in no event in excess of 60 days after receipt of the initial request for registration or (ii) if a Registration Statement has become effective, require the Sellers to suspend the distribution of any of the Registrable Shares by giving notice to the Sellers. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non- public information. Subject to the following sentence, until the Company has determined, in its reasonable judgment, that such postponement or suspension is no longer necessary and has given notice of that determination to the Sellers, the Company's obligations to use commercially reasonable efforts to cause a Registration Statement to become or remain effective and the Sellers' right to sell Registrable Shares under the Registration Statement shall be suspended. The Company may exercise its right to suspend the Seller's registration rights pursuant to this subparagraph (e) on four occasions and then for a period not to exceed 60 days per occasion, and the period during which the Company is required to cause the Registration Statement to remain effective shall be extended by a period equal to the period of such suspension.
Blackout Rights. 5.1 The Holder shall not offer, sell or otherwise dispose of the Registrable Securities unless it has provided to Hanover a written notice of its intent to offer and sell the Registrable Securities at least two (2) business days prior to the offer or sale of the Registrable Securities (the "Offer Notice"). Hanover shall have two (2) business days following delivery of such Offer Notice by the Holder to provide written notice (a "Blackout Notice") to the Holder objecting to such offering or sale if the Board of Directors of Hanover (or any authorized committee thereof) determines in good faith that it is in the best interests of Hanover not to disclose the existence of facts surrounding any proposed or pending material corporate transaction or other material development involving Hanover at the time of the proposed offering (the "Blackout Right"). If Hanover exercises its Blackout Right, the Holder shall not offer or sell the Registrable Securities for a period of up to forty-five (45) days (as specified in the Blackout Notice) from the date of the Blackout Notice. Furthermore, Hanover shall be entitled to exercise the Blackout Right no more than two (2) times and with respect to no more than ninety (90) days during any 365-day period (including any deemed exercise of the Blackout Right pursuant to Section 5.3). If the Holder provides written notice of its intent to offer and sell the Registrable Securities as provided above and if Hanover does not timely provide a Blackout Notice in response thereto, then the Holder may offer and sell the Registrable Securities during the thirty (30) days following the expiration of the applicable two (2) business day period in which the Holder could have given a Blackout Notice. If the Holder decides to conduct such offering and sale of the Registrable Securities pursuant to an underwritten public offering, the Holder agrees to make the appropriate officers reasonably available during the two (2) business days following the delivery of the Offer Notice to confer with Hanover to negotiate in good faith to agree on the selection of the underwriters in the underwriting group and the legal counsel to the underwriting group in connection with such offering and sale of the Registrable Securities; provided, however, that the Holder ultimately has the sole authority to select such underwriters and legal counsel. If the Registrable Securities are not sold during such thirty (30) day period, the Holder shall not thereafter offer or...
