Common use of Blockage Period Clause in Contracts

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent or any of its subsidiaries, (ii) Parent’s securities counsel has advised Parent in writing that such material development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicable, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of Parent, disclosure of such development or change would either (x) have a material adverse effect on the business or operations of Parent or (y) if the disclosure otherwise relates to a material financing or acquisition which has not yet been disclosed and such disclosure would have a material adverse effect on the likelihood of consummating such material transaction, then Parent may deliver written notification to the Stockholder Representatives on behalf of IVG and all Stockholders that shares of Parent Common Stock may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (a “Blockage Notice”). Upon receipt of a Blockage Notice, the Stockholder Representatives shall promptly notify IVG and all Stockholders of such Blockage Notice. No Stockholder shall sell any shares of Parent Common Stock pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by the Stockholder Representatives and ending on the date on which Parent notifies the Stockholder Representatives that the Blockage Period has ended which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (and Parent agrees promptly to notify the Stockholder Representatives if the circumstances giving rise to such Blockage Period no longer apply). Parent shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Stockholder Representatives of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent or any of its subsidiaries, ; (ii) Parent’s securities 's counsel has advised Parent in writing that such material development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicableregistration statement, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and or (iii) in the good faith judgment of the Chief Executive Officer officers or the Chief Financial Officer directors of Parent, disclosure of such development or change would either (x) have a material an adverse effect on the business or operations of Parent or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have a material adverse effect on the likelihood of consummating such material transaction, then Parent may deliver written notification to the Stockholder Representatives on behalf of IVG and all Stockholders Purchasers that shares of Parent Common Registrable Stock may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration statement (a “"Blockage Notice”"). Upon receipt Parent shall have no obligation to include in any such notice any reference to or description of a Blockage Notice, the Stockholder Representatives facts based upon which the Parent is delivering such notice. Parent shall promptly notify IVG and all Stockholders of delay during such Blockage NoticePeriod the filing or effectiveness of any registration statement required pursuant this Agreement. No Stockholder Purchaser shall sell any shares of Parent Common Registrable Stock pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, any registration statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by the Stockholder Representatives such Purchaser and ending on the date on which Parent notifies the Stockholder Representatives Purchasers that the Blockage Period has ended ended, which Blockage Period shall not exceed an aggregate of ninety thirty (9030) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five fifteen (4515) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (and Registration. Parent agrees promptly to notify the Stockholder Representatives Purchasers if the circumstances giving rise to such Blockage Period no longer apply). Parent shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Stockholder Representatives Purchasers of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent or any of its subsidiaries, ; (ii) Parent’s securities counsel has advised Parent in writing that such material development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicableregistration statement, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and or (iii) in the good faith judgment of the Chief Executive Officer officers or the Chief Financial Officer directors of Parent, disclosure of such development or change would either (x) have a material an adverse effect on the business or operations of Parent or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have a material adverse effect on the likelihood of consummating such material transaction, then Parent may deliver written notification to the Stockholder Representatives on behalf of IVG and all Stockholders Purchasers that shares of Parent Common Registrable Stock may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration statement (a “Blockage Notice”). Upon receipt Parent shall have no obligation to include in any such notice any reference to or description of a Blockage Notice, the Stockholder Representatives facts based upon which the Parent is delivering such notice. Parent shall promptly notify IVG and all Stockholders of delay during such Blockage NoticePeriod the filing or effectiveness of any registration statement required pursuant this Agreement. No Stockholder Purchaser shall sell any shares of Parent Common Registrable Stock pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, any registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by the Stockholder Representatives such Purchaser and ending on the date on which Parent notifies the Stockholder Representatives Purchasers that the Blockage Period has ended ended, which Blockage Period shall not exceed an aggregate of ninety thirty (9030) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five fifteen (4515) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (and Registration. Parent agrees promptly to notify the Stockholder Representatives Purchasers if the circumstances giving rise to such Blockage Period no longer apply). Parent shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Stockholder Representatives Purchasers of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent Company or any of its subsidiaries, ; (ii) Parent’s securities Company's counsel has advised Parent Company in writing that such material development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicableregistration statement, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the Chief Executive Officer officers or the Chief Financial Officer directors of ParentCompany, disclosure of such development or change would either (x) have a material an adverse effect on the business or operations of Parent Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have a material an adverse effect on the likelihood of consummating such material transaction, then Parent Company may deliver written notification to the Stockholder Representatives on behalf of IVG and all Stockholders Affiliates that shares of Parent Common Stock Registrable Securities may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration statement (a “"Blockage Notice”"). Upon receipt Company shall have no obligation to include in any such notice any reference to or description of a Blockage Notice, the Stockholder Representatives facts based upon which the Company is delivering such notice. Company shall promptly notify IVG and all Stockholders of delay during such Blockage NoticePeriod the filing or effectiveness of any registration statement required pursuant this Agreement. No Stockholder Affiliate shall sell any shares of Parent Common Stock Registrable Securities pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by the Stockholder Representatives such Affiliate and ending on the date on which Parent Company notifies the Stockholder Representatives Affiliates that the Blockage Period has ended ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration (and Parent Company agrees promptly to notify the Stockholder Representatives Affiliates if the circumstances giving rise to such Blockage Period no longer apply). Parent Company shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Stockholder Representatives Affiliates of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent the Company or any of its subsidiaries, ; (ii) Parentthe Company’s securities counsel has advised Parent the Company in writing that such material development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicableregistration statement, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the Chief Executive Officer officers or directors of the Chief Financial Officer of ParentCompany, disclosure of such development or change would either (x) have a material an adverse effect on the business or operations of Parent the Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have a material an adverse effect on the likelihood of consummating such material transaction, then Parent the Company may deliver written notification to the Stockholder Representatives on behalf of IVG and all Stockholders Purchasers that shares of Parent Common Stock Registrable Securities may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration statement (a “Blockage Notice”). Upon receipt The Company shall have no obligation to include in any such notice any reference to or description of a Blockage Notice, the Stockholder Representatives facts based upon which the Company is delivering such notice. The Company shall promptly notify IVG and all Stockholders of delay during such Blockage NoticePeriod the filing or effectiveness of any registration statement required pursuant this Agreement. No Stockholder Purchaser shall sell any shares of Parent Common Stock Registrable Securities pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by the Stockholder Representatives such Purchaser and ending on the date on which Parent the Company notifies the Stockholder Representatives Purchasers that the Blockage Period has ended ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration (and Parent the Company agrees promptly to notify the Stockholder Representatives Purchasers if the circumstances giving rise to such Blockage Period no longer apply). Parent The Company shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Stockholder Representatives Purchasers of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent Company or any of its subsidiaries, ; (ii) ParentCompany’s securities counsel has advised Parent Company in writing that such material development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicableregistration statement, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the Chief Executive Officer officers or the Chief Financial Officer directors of ParentCompany, disclosure of such development or change would either (x) have a material an adverse effect on the business or operations of Parent Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have a material an adverse effect on the likelihood of consummating such material transaction, then Parent Company may deliver written notification to the Stockholder Representatives on behalf of IVG and all Stockholders Affiliates that shares of Parent Common Stock Registrable Securities may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration statement (a “Blockage Notice”). Upon receipt Company shall have no obligation to include in any such notice any reference to or description of a Blockage Notice, the Stockholder Representatives facts based upon which the Company is delivering such notice. Company shall promptly notify IVG and all Stockholders of delay during such Blockage NoticePeriod the filing or effectiveness of any registration statement required pursuant this Agreement. No Stockholder Affiliate shall sell any shares of Parent Common Stock Registrable Securities pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by the Stockholder Representatives such Affiliate and ending on the date on which Parent Company notifies the Stockholder Representatives Affiliates that the Blockage Period has ended ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration (and Parent Company agrees promptly to notify the Stockholder Representatives Affiliates if the circumstances giving rise to such Blockage Period no longer apply). Parent Company shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Stockholder Representatives Affiliates of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent Company or any of its subsidiaries, ; (ii) Parent’s securities Company's counsel has advised Parent Company in writing that such material development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicableregistration statement, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the Chief Executive Officer officers or the Chief Financial Officer directors of ParentCompany, disclosure of such development or change would either (x) have a material an adverse effect on the business or operations of Parent Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have a material an adverse effect on the likelihood of consummating such material transaction, then Parent Company may deliver written notification to the Stockholder Representatives on behalf of IVG and all Stockholders Investors that shares of Parent Common Stock Registrable Securities may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration statement (a “"Blockage Notice”"). Upon receipt Company shall have no obligation to include in any such notice any reference to or description of a Blockage Notice, the Stockholder Representatives facts based upon which the Company is delivering such notice. Company shall promptly notify IVG and all Stockholders of delay during such Blockage NoticePeriod the filing or effectiveness of any registration statement required pursuant this Agreement. No Stockholder Investor shall sell any shares of Parent Common Stock Registrable Securities pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by the Stockholder Representatives such Investor and ending on the date on which Parent Company notifies the Stockholder Representatives Investors that the Blockage Period has ended ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration (and Parent Company agrees promptly to notify the Stockholder Representatives Investors if the circumstances giving rise to such Blockage Period no longer apply). Parent Company shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Stockholder Representatives Investors of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent Company or any of its subsidiaries, ; (ii) ParentCompany’s securities counsel has advised Parent Company in writing that such material development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicableregistration statement, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the Chief Executive Officer officers or the Chief Financial Officer directors of ParentCompany, disclosure of such development or change would either (x) have a material an adverse effect on the business or operations of Parent Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have a material an adverse effect on the likelihood of consummating such material transaction, then Parent Company may deliver written notification to the Stockholder Representatives on behalf of IVG and all Stockholders Investors that shares of Parent Common Stock Registrable Securities may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration statement (a “Blockage Notice”). Upon receipt Company shall have no obligation to include in any such notice any reference to or description of a Blockage Notice, the Stockholder Representatives facts based upon which the Company is delivering such notice. Company shall promptly notify IVG and all Stockholders of delay during such Blockage NoticePeriod the filing or effectiveness of any registration statement required pursuant this Agreement. No Stockholder Investor shall sell any shares of Parent Common Stock Registrable Securities pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by the Stockholder Representatives such Investor and ending on the date on which Parent Company notifies the Stockholder Representatives Investors that the Blockage Period has ended ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable registration (and Parent Company agrees promptly to notify the Stockholder Representatives Investors if the circumstances giving rise to such Blockage Period no longer apply). Parent Company shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Stockholder Representatives Investors of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent or any of its subsidiaries, ; (ii) Parent’s 's U.S. securities counsel has advised Parent in writing that such material development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicable, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of Parent, disclosure of such development or change would either (x) have a material adverse effect on the business or operations of Parent or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have a material adverse effect on the likelihood of consummating such material transaction, then Parent may deliver written notification to the Stockholder Representatives Representative on behalf of IVG and all Stockholders that shares of Parent Common Registrable Stock may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (a “"Blockage Notice”"). Upon receipt of a Blockage Notice, the Stockholder Representatives Representative shall promptly notify IVG and all Stockholders of such Blockage Notice. No Stockholder shall sell any shares of Parent Common Registrable Stock pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by the Stockholder Representatives Representative and ending on the date on which Parent notifies the Stockholder Representatives Representative that the Blockage Period has ended which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (and Parent agrees promptly to notify the Stockholder Representatives Representative if the circumstances giving rise to such Blockage Period no longer apply). Parent shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Stockholder Representatives Representative of such amendment or supplement and of the conclusion of the Blockage Period.