Common use of Company Blackout Rights Clause in Contracts

Company Blackout Rights. With respect to any Exchange Registration Statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.3, if (i) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement so that it would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement at such time or suspend the Employee Holders’ use of any prospectus which is a part of the Exchange Registration Statement, and (ii) the Company furnishes to the Employee Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120 days (in which event, in the case of a suspension, the Employee Holders shall discontinue Exchanges pursuant to the Exchange Registration Statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s obligations under Section 2.1 or Section 2.3, more than once in any 12-month period. The Company shall notify the Employee Holders of the expiration of any period during which it exercised its rights under this Section 3.3. The Company agrees that, in the event it exercises its rights under this Section 3.3, it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.32.1, if (i) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Selling Holders’ use of any prospectus which is a part of the Exchange Registration Statementregistration statement, and (ii) the Company furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120 135 days (in which event, in the case of a suspension, the Employee Holders such Selling Holder shall discontinue Exchanges sales of Registrable Securities pursuant to the Exchange Registration Statementsuch registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s obligations under Section 2.1 or Section 2.3, more than once in any 12-month period. The Company shall as promptly as reasonably practicable notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.32.1(d). The Company agrees that, in the event it exercises its rights under this Section 3.32.1(d), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement registration statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.32.1, if (i) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Selling Holders’ use of any prospectus which is a part of the Exchange Registration Statementregistration statement, and (ii) the Company furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120 days (in which event, in the case of a suspension, the Employee Holders such Selling Holder shall discontinue Exchanges sales of Registrable Securities pursuant to the Exchange Registration Statementsuch registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s obligations under Section 2.1 or Section 2.3, more than once in any 12-month period. The Company shall as promptly as reasonably practicable notify the Employee Selling Holders of the expiration of any deferral or suspension period during which it exercised its rights under this Section 3.32.1(d). The Company agrees that, in the event it exercises its rights under this Section 3.32.1(d), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement registration statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.35.1, if (i) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Selling Holders’ use of any prospectus which is a part of the Exchange Registration Statementregistration statement, and (ii) the Company promptly furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120 60 days (in which event, in the case of a suspension, the Employee Holders such Selling Holder shall discontinue Exchanges sales of Registrable Securities pursuant to the Exchange Registration Statementsuch registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s obligations under Section 2.1 5.1 or Section 2.35.3, more than once in any 12-month period. The Company shall promptly notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.35.1(d). The Company agrees that, in the event it exercises its rights under this Section 3.35.1(d), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.32.1, if (i) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Selling Holders’ use of any prospectus which is a part of the Exchange Registration Statement, and (ii) the Company furnishes to the Employee Holders a certificate signed by the chief executive officer of the Company to that effectregistration statement, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120 days (in which event, in the case of a suspension, the Employee Holders such Selling Holder shall discontinue Exchanges sales of Registrable Securities pursuant to the Exchange Registration Statementsuch registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s obligations under Section 2.1 or Section 2.3, more than once in any 12-month period. The Company shall as promptly as reasonably practicable notify the Employee Selling Holders of the expiration of any deferral or suspension period during which it exercised its rights under this Section 3.32.1(d). The Company agrees that, in the event it exercises its rights under this Section 3.32.1(d), it shallshall use its reasonable best efforts to, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement registration statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.38.2, if (iA) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, information which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Holders’ use of any prospectus which is a part of the Exchange Registration Statementtime, and (iiB) the Company promptly furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend for the continuance period necessary, as determined by the Board of such effectiveness for a period Directors of not more than 120 days (the Company in which eventgood faith, in the case of a suspension, the Employee Holders shall discontinue Exchanges pursuant to the Exchange Registration Statement); provided, that the Company shall not use this rightsuch deferral, together with any other deferral or suspension of the Company’s obligations under Section 2.1 8.2 or Section 2.38.4, shall not be effected for a period of more than once ninety (90) days, in the aggregate, for all such deferrals or suspensions over any 12twelve-month period. The Company shall promptly notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.38.2(b). The Company agrees that, in the event it exercises its rights under this Section 3.38.2(b), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.35.2, if (ii)(A) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, information which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar material transaction involving the Company or any of its Subsidiaries, Subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Holders’ use of any prospectus which is a part of the Exchange Registration Statementtime, and (iiB) the Company promptly furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, or (ii) prior to receiving the Demand, the Board of Directors had determined to effect a registered underwritten offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including but not limited to selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, then the Company shall have the right to defer such filing or effectiveness or suspend for the continuance period necessary, as determined by the Board of such effectiveness for a period Directors of not more than 120 days (the Company in which eventgood faith, in the case of a suspension, the Employee Holders shall discontinue Exchanges deferral pursuant to clause (i) above, or until the Exchange Registration Statement); proposed registration for the Company’s account is completed or abandoned, in the case of a deferral pursuant to clause (ii) above, provided, that the Company shall not use this rightsuch deferral, together with any other deferral or suspension of the Company’s obligations under Section 2.1 5.2 or Section 2.35.4, shall not be effected for a period of more than once one hundred twenty (120) days, in the aggregate, for all such deferrals or suspensions over any 12twelve-month period. The Company shall promptly notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.35.2(c). The Company agrees that, in the event it exercises its rights under this Section 3.35.2(c), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.35.2, if (iA) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, information which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Holders’ use of any prospectus which is a part of the Exchange Registration Statementtime, and (iiB) the Company promptly furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend for the continuance period necessary, as determined by the Board of such effectiveness for a period Directors of not more than 120 days (the Company in which eventgood faith, in the case of a suspension, the Employee Holders shall discontinue Exchanges pursuant to the Exchange Registration Statement); provided, that the Company shall not use this rightsuch deferral, together with any other deferral or suspension of the Company’s obligations under Section 2.1 5.2 or Section 2.35.4, shall not be effected for a period of more than once ninety (90) days, in the aggregate, for all such deferrals or suspensions over any 12twelve-month period. The Company shall promptly notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.35.2(b). The Company agrees that, in the event it exercises its rights under this Section 3.35.2(b), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.38.2, if (iA) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Selling Holders’ use of any prospectus which is a part of the Exchange Registration Statementregistration statement, and (iiB) the Company promptly furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a the period necessary, as determined by the Board of not more than 120 days Directors of the Company in good faith (in which event, in the case of a suspension, the Employee Holders such Selling Holder shall discontinue Exchanges sales of Registrable Securities pursuant to the Exchange Registration Statementsuch registration statement); , provided, that the Company shall not use this rightsuch deferral, together with any other deferral or suspension of the Company’s obligations under Section 2.1 8.2 or Section 2.38.4, shall not be effected for a period of more than once 90 days, in the aggregate, for all such deferrals or suspensions over any 12twelve-month period. The Company shall promptly notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.38.2(e). The Company agrees that, in the event it exercises its rights under this Section 3.38.2(e), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.32, if (i) the board of directors of the Company Corporation determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company Corporation to disclose material non-public information, information which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company Corporation or would materially interfere with any material financing, licensing arrangement, acquisition, corporate reorganization or merger or other similar transaction involving the Company or Corporation and any of its Subsidiaries, Subsidiaries and that, as a result of such potential disclosure or interference, (ii) in the reasonable opinion of the Board, it is in the best interests of the Company Corporation to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Holders’ use of any prospectus which is a part of the Exchange Registration Statementtime, and (iiiii) the Company Corporation promptly furnishes to the Employee Holders Demand Initiating Holder a certificate signed by the chief executive officer of the Company Corporation to that effect, then the Company Corporation shall have the right to defer such filing or effectiveness defer or suspend the continuance of such effectiveness for a the period of not more than 120 days (necessary, as determined by the Board in which eventgood faith, in the case of a suspension, the Employee Holders shall discontinue Exchanges pursuant to the Exchange Registration Statement); provided, that the Company shall not use this rightsuch deferral, together with any other deferral or suspension of the CompanyCorporation’s obligations under this Section 2.1 2 or Section 2.34, shall not be effected for a period of more than once ninety (90) days, in the aggregate, for all such deferrals or suspensions over any 12twelve-month periodperiod unless the Holders holding at least 85% of the Registrable Securities approve such additional suspension. The Company Corporation shall promptly notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.32(e). The Company Corporation agrees that, in the event it exercises its rights under this Section 3.32(e), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. (i) With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.37.2, if (iA) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, information which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or and any of its Subsidiaries, subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Holders’ use of any prospectus which is a part of the Exchange Registration Statementtime, and (iiB) the Company promptly furnishes to the Employee GEI and any other Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend for the continuance period necessary, as determined by the Board of such effectiveness for a period Directors of not more than 120 days (the Company in which eventgood faith, in the case of a suspension, the Employee Holders shall discontinue Exchanges pursuant to the Exchange Registration Statement); provided, that the Company shall not use this rightsuch deferral, together with any other deferral or suspension of the Company’s 's obligations under Section 2.1 7.2 or Section 2.37.4, shall not be effected for a period of more than once ninety (90) days, in the aggregate, for all such deferrals or suspensions over any 12twelve-month period. The Company shall promptly notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.37.2(b). The Company agrees that, in the event it exercises its rights under this Section 3.37.2(b), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.32.1, if (i) at any time that the Principal Stockholders beneficially own less than a majority of the outstanding Common Stock, the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Selling Holders’ use of any prospectus which is a part of the Exchange Registration Statementregistration statement, and (ii) the Company furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120 days (in which event, in the case of a suspension, the Employee Holders such Selling Holder shall discontinue Exchanges sales of Registrable Securities pursuant to the Exchange Registration Statementsuch registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s obligations under Section 2.1 or Section 2.3, more than once in any 12-month period. The Company shall as promptly as reasonably practicable notify the Employee Selling Holders of the expiration of any deferral or suspension period during which it exercised its rights under this Section 3.32.1(d). The Company agrees that, in the event it exercises its rights under this Section 3.32.1(d), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement registration statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.32.1, if (i) at any time that the Principal Stockholders beneficially own less than a majority of the outstanding Common Stock, the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Selling Holders’ use of any prospectus which is a part of the Exchange Registration Statementregistration statement, and (ii) the Company furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120 days (in which event, in the case of a suspension, the Employee Holders such Selling Holder shall discontinue Exchanges sales of Registrable Securities pursuant to the Exchange Registration Statementsuch registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s obligations under Section 2.1 or Section 2.3, more than once in any 12-month period. The Company shall as promptly as reasonably practicable notify the Employee Selling Holders of the expiration of any deferral or suspension period during which it exercised its rights under this Section 3.3. The Company agrees that, in the event it exercises its rights under this Section 3.3, it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statement.exercised

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.34.1, if (i) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Selling Holders’ use of any prospectus which is a part of the Exchange Registration Statementregistration statement, and (ii) the Company promptly furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120 sixty (60) days (in which event, in the case of a suspension, the Employee Holders such Selling Holder shall discontinue Exchanges sales of Registrable Securities pursuant to the Exchange Registration Statementsuch registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s obligations under Section 2.1 4.1 or Section 2.34.3, more than once in any twelve (12-) month period. The Company shall promptly notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.34.1(d). The Company agrees that, in the event it exercises its rights under this Section 3.34.1(d), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its commercially reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.32.1, if (i) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Selling Holders’ use of any prospectus which is a part of the Exchange Registration Statementregistration statement, and (ii) the Company furnishes to the Employee Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120 135 days (in which event, in the case of a suspension, the Employee Holders such Selling Holder shall discontinue Exchanges sales of Registrable Securities pursuant to the Exchange Registration Statementsuch registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s obligations under Section 2.1 or Section 2.3, more than once in any 12-month period. The Company shall as promptly as reasonably practicable notify the Employee Selling Holders of the expiration of any deferral or suspension period during which it exercised its rights under this Section 3.32.1(d). The Company agrees that, in the event it exercises its rights under this Section 3.32.1(d), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement registration statement or prospectus which is a part of the Exchange Registration Statementregistration statement.

Company Blackout Rights. With respect to any Exchange S-3 Registration Statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.316.4, if if: (ix) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, information which disclosure (xi) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, ; (yii) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (ziii) would be materially detrimental adverse to the interests of the Company and its stockholders or would materially interfere with interfere, impede or delay any pending or proposed material financing, acquisition, corporate reorganization or reorganization, merger or other similar transaction or arrangement involving the Company or and any of its Subsidiaries, and that, as a result the Company Subsidiaries or (y) in the opinion of such potential disclosure or interferencethe Board of the Company, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange such S-3 Registration Statement at such time or to suspend the Employee Holders’ use of any prospectus which is a part of the Exchange Registration Statement, and (ii) the Company furnishes to the Employee Holders a certificate signed by the chief executive officer of the Company to that effectsales thereunder, then the Company shall have the right to defer such filing or effectiveness or to suspend the continuance of sales thereunder, provided that such effectiveness for a period of not more than 120 days (in which event, in the case of a suspension, the Employee Holders shall discontinue Exchanges pursuant to the Exchange Registration Statement); provided, that the Company shall not use this rightdeferral, together with any other deferral or suspension of the Company’s its obligations under Section 2.1 or Section 2.316.4, shall not be effected for a period of more than once one hundred fifty (150) days, in the aggregate, for all such deferrals or suspensions over any 12twelve-month periodperiod unless the Holders holding at least eighty-five percent (85%) of the Registrable Securities then outstanding approve such additional deferral or suspension. The Company shall notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.316.4(b). The Company agrees that, in the event it exercises its rights under this Section 3.316.4(b), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its commercially reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange S-3 Registration Statement. The ArcLight Holders shall be limited to a total of three (3) Demands for an S-3 Registration Statement or prospectus which is (with no more than one (1) Demand in any six (6) month period) under this Section 16.4; provided, however, that a part of Demand for an S-3 Registration Statement shall not be counted for such purposes if it does not result in the Exchange Company filing an S-3 Registration StatementStatement and such registration statement being declared effective by the Commission.

Company Blackout Rights. With respect to any Exchange Registration Statement registration statement filed, or to be filed, including any amendment, renewal or replacement thereof, pursuant to this Section 3.316.2, if if: (i) the board of directors of the Company determines in good faith after consultation with outside counsel that the Exchange Registration such registration would cause the Company to disclose material non-public information, information which disclosure (x) would be required to be made in the Exchange Registration Statement any registration statement so that it such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of the Exchange Registration Statement such registration statement and (z) would be materially detrimental adverse to the interests of the Company and its stockholders or would materially interfere with interfere, impede or delay any pending or proposed material financing, acquisition, corporate reorganization or reorganization, merger or other similar transaction or arrangement involving the Company or and any of its Subsidiaries, the Company Subsidiaries and that, as a result of such potential disclosure or interferenceinterference or (ii) in the opinion of the Board of the Company, it is in the best interests of the Company to defer the filing or effectiveness of the Exchange Registration Statement such registration statement at such time or suspend the Employee Holders’ use of any prospectus which is a part of the Exchange Registration Statement, and (ii) the Company furnishes to the Employee Holders a certificate signed by the chief executive officer of the Company to that effecttime, then the Company shall have the right to defer such filing or effectiveness defer or suspend the continuance of such effectiveness for a the period of not more than 120 days (in which event, in the case of a suspension, the Employee Holders shall discontinue Exchanges pursuant to the Exchange Registration Statement)necessary; provided, provided that the Company shall not use this rightsuch deferral, together with any other deferral or suspension of the Company’s obligations under Section 2.1 16.2 or Section 2.316.4, shall not be effected for a period of more than once one hundred and fifty (150) days, in the aggregate, for all such deferrals or suspensions over any 12twelve-month periodperiod unless the Holders holding at least eighty five percent (85%) of the Registrable Securities then outstanding approve such additional suspension. The Company shall notify the Employee Selling Holders of the expiration of any period during which it exercised its rights under this Section 3.316.2(a). The Company agrees that, in the event it exercises its rights under this Section 3.316.2(a), it shall, as promptly as reasonably practicable following the expiration of the applicable deferral or suspension period, file or update and use its commercially reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended Exchange Registration Statement or prospectus which is a part of the Exchange Registration Statementregistration statement.