Common use of Blockage Period Clause in Contracts

Blockage Period. If (i) there has been or there is pending a development or change in the business, affairs or prospects of the Company or any of its subsidiaries; (ii) the Company’s counsel advised the Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the 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 officers or directors of the Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of 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 an adverse effect on the likelihood of consummating such transaction, then the Company may deliver written notification to the Purchasers that Registrable Securities may not be sold pursuant to the registration statement (a “Blockage Notice”). The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Purchaser shall sell any Registrable Securities pursuant to the registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Purchaser and ending on the date on which the Company notifies the Purchasers 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 registration (and the Company agrees promptly to notify the Purchasers if the circumstances giving rise to such Blockage Period no longer apply). The Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the 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 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 the Company Parent or any of its subsidiaries; (ii) the Company’s Parent's U.S. securities counsel has advised the Company Parent in writing that such material development or change should be disclosed in the registration statementShelf Registration Statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement Shelf 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 officers Chief Executive Officer or directors the Chief Financial Officer of the CompanyParent, disclosure of such development or change would either (x) have an a material adverse effect on the business or operations of the Company 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 an a material adverse effect on the likelihood of consummating such material transaction, then the Company Parent may deliver written notification to the Purchasers Stockholder Representative on behalf of all Stockholders that shares of Registrable Securities Stock may not be sold pursuant to the registration statement Shelf Registration Statement (a “"Blockage Notice”"). The Company Upon receipt of a Blockage Notice, the Stockholder Representative shall have no obligation to include in any such notice any reference to or description promptly notify all Stockholders of the facts based upon which the Company is delivering such notice. The Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this AgreementNotice. No Purchaser Stockholder shall sell any shares of Registrable Securities Stock pursuant to the registration statement Shelf Registration Statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by such Purchaser the Stockholder Representative and ending on the date on which the Company Parent notifies the Purchasers Stockholder Representative 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 registration Shelf Registration (and the Company Parent agrees promptly to notify the Purchasers Stockholder Representative if the circumstances giving rise to such Blockage Period no longer apply). The Company Parent shall promptly prepare and file any amendment or supplement to the registration statement Shelf Registration Statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement Shelf 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 Purchasers Stockholder Representative 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 development or change in the business, affairs or prospects of the Company or any of its subsidiaries; (ii) the Company’s 's counsel advised the Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the 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 officers or directors of the Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of 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 an adverse effect on the likelihood of consummating such transaction, then the Company may deliver written notification to the Purchasers Affiliates that Registrable Securities may not be sold pursuant to the registration statement (a “"Blockage Notice”"). The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Purchaser Affiliate shall sell any Registrable Securities pursuant to the registration statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by such Purchaser Affiliate and ending on the date on which the Company notifies the Purchasers Affiliates 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 registration (and the Company agrees promptly to notify the Purchasers Affiliates if the circumstances giving rise to such Blockage Period no longer apply). The Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the 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 Purchasers 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 development or change in the business, affairs or prospects of the Company Parent or any of its subsidiaries; (ii) the Company’s Parent's counsel has advised the Company Parent in writing that such development or change should be disclosed in the any registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the 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 officers or directors of the CompanyParent, disclosure of such development or change would either (x) have an adverse effect on the business or operations of the Company 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 an a adverse effect on the likelihood of consummating such transaction, then the Company Parent may deliver written notification to the Purchasers that shares of Registrable Securities Stock may not be sold pursuant to the registration statement (a “"Blockage Notice”"). The Company Parent shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company Parent is delivering such notice. The Company Parent shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Purchaser shall sell any shares of Registrable Securities Stock pursuant to the any registration statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by such Purchaser and ending on the date on which the Company Parent notifies the Purchasers that the Blockage Period has 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 registration (and the Company Shelf Registration. Parent agrees promptly to notify the Purchasers if the circumstances giving rise to such Blockage Period no longer apply). The Company Parent shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the 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 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 development or change in the business, affairs or prospects of the Company Parent or any of its subsidiaries; (ii) the CompanyParent’s counsel has advised the Company Parent in writing that such development or change should be disclosed in the any registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the 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 officers or directors of the CompanyParent, disclosure of such development or change would either (x) have an adverse effect on the business or operations of the Company 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 an a adverse effect on the likelihood of consummating such transaction, then the Company Parent may deliver written notification to the Purchasers that shares of Registrable Securities Stock may not be sold pursuant to the registration statement (a “Blockage Notice”). The Company Parent shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company Parent is delivering such notice. The Company Parent shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Purchaser shall sell any shares of Registrable Securities Stock pursuant to the any registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Purchaser and ending on the date on which the Company Parent notifies the Purchasers that the Blockage Period has 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 registration (and the Company Shelf Registration. Parent agrees promptly to notify the Purchasers if the circumstances giving rise to such Blockage Period no longer apply). The Company Parent shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the 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 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 the Company Parent or any of its subsidiaries; , (ii) the CompanyParent’s securities counsel has advised the Company Parent in writing that such material development or change should be disclosed in the registration statementInitial 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 registration statement 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 officers Chief Executive Officer or directors the Chief Financial Officer of the CompanyParent, disclosure of such development or change would either (x) have an a material adverse effect on the business or operations of the Company 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 an a material adverse effect on the likelihood of consummating such material transaction, then the Company Parent may deliver written notification to the Purchasers Stockholder Representatives on behalf of IVG and all Stockholders that Registrable Securities shares of Parent Common Stock may not be sold pursuant to the registration statement Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (a “Blockage Notice”). The Company Upon receipt of a Blockage Notice, the Stockholder Representatives shall have no obligation to include in any such notice any reference to or description promptly notify IVG and all Stockholders of the facts based upon which the Company is delivering such notice. The Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this AgreementNotice. No Purchaser Stockholder shall sell any Registrable Securities shares of Parent Common Stock pursuant to the registration statement 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 such Purchaser the Stockholder Representatives and ending on the date on which the Company Parent notifies the Purchasers Stockholder Representatives 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 registration Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (and the Company Parent agrees promptly to notify the Purchasers Stockholder Representatives if the circumstances giving rise to such Blockage Period no longer apply). The Company Parent shall promptly prepare and file any amendment or supplement to the registration statement 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 registration statement 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 Purchasers 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 development or change in the business, affairs or prospects of the Company or any of its subsidiaries; (ii) the Company’s counsel advised the Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the 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 officers or directors of the Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of 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 an adverse effect on the likelihood of consummating such transaction, then the Company may deliver written notification to the Purchasers Investors that Registrable Securities may not be sold pursuant to the registration statement (a “Blockage Notice”). The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Purchaser Investor shall sell any Registrable Securities pursuant to the registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Purchaser Investor and ending on the date on which the Company notifies the Purchasers Investors 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 registration (and the Company agrees promptly to notify the Purchasers Investors if the circumstances giving rise to such Blockage Period no longer apply). The Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the 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 Purchasers 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 development or change in the business, affairs or prospects of the Company or any of its subsidiaries; (ii) the Company’s counsel advised the Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the 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 officers or directors of the Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of 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 an adverse effect on the likelihood of consummating such transaction, then the Company may deliver written notification to the Purchasers Affiliates that Registrable Securities may not be sold pursuant to the registration statement (a “Blockage Notice”). The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Purchaser Affiliate shall sell any Registrable Securities pursuant to the registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Purchaser Affiliate and ending on the date on which the Company notifies the Purchasers Affiliates 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 registration (and the Company agrees promptly to notify the Purchasers Affiliates if the circumstances giving rise to such Blockage Period no longer apply). The Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the 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 Purchasers 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 development or change in the business, affairs or prospects of the Company or any of its subsidiaries; (ii) the Company’s 's counsel advised the Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the 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 officers or directors of the Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of 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 an adverse effect on the likelihood of consummating such transaction, then the Company may deliver written notification to the Purchasers Investors that Registrable Securities may not be sold pursuant to the registration statement (a “"Blockage Notice”"). The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Purchaser Investor shall sell any Registrable Securities pursuant to the registration statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by such Purchaser Investor and ending on the date on which the Company notifies the Purchasers Investors 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 registration (and the Company agrees promptly to notify the Purchasers Investors if the circumstances giving rise to such Blockage Period no longer apply). The Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the 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 Purchasers Investors of such amendment or supplement and of the conclusion of the Blockage Period.