Common use of Information Blackout Clause in Contracts

Information Blackout. (a) Upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information Blackout”), the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statement, in each case, until the earlier of: (i) forty-five (45) days after the Company makes such good faith determination, and (ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement may otherwise be resumed (the number of days from such notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “Blackout Period”). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration. (c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year and no Blackout Period shall continue for more than forty-five (45) consecutive days.

Information Blackout. (a) 7.1 Upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information Blackout”), the Company may postpone the filing of effectiveness of any Registration Statement registration statement required hereunder and, if such Registration Statement registration statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement registration statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statementregistration statement, in each case, until the earlier of: of (i) forty-five (45) days after the Company makes such good faith determination, and which may, upon advanced written notice to Holders, be renewed for a second forty-five day period if deemed necessary in the good faith judgment of the Company, and (ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement registration statement may otherwise be resumed (the number of days from such notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “Blackout Period”). (b) 7.2 Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement registration statement effected pursuant to Section 2.01 2(a) hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration; in which event, such registration shall not count towards the limits on registrations under Section 2(b). (c7.3 If one or more Information Blackouts should occur, then the periods of time that Holders may require the Company to effect the number of Demand Registrations or Shelf Takedowns set forth in each of Sections 2(b)(i) Notwithstanding the foregoing, there and 2(b)(ii) shall be no more than two (2) Information Blackouts during any calendar year and no extended by an aggregate number of days equal to the total number of days in the Blackout Period shall continue for more than forty-five (45) consecutive daysPeriod(s).

Information Blackout. (a) Upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information Blackout”), the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statement, in each case, until the earlier of: (i) forty-five sixty (4560) days after the Company makes such good faith determination, and (ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement may otherwise be resumed (the number of days from such notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “Blackout Period”). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five sixty (4560) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 or 2.12 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration. (c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year and no Blackout Period shall continue for more than forty-five (45) consecutive days. (d) Notwithstanding the foregoing, the Company shall not exercise its rights under Section 2.10(a) unless it has applied the same information blackout restriction to all other holders of registration rights.

Information Blackout. (a) Upon At any time when a registration statement covering Registrable Securities is effective, upon written notice from the Company Trust to the Holders that the Company Trust has determined reasonably and in good faith that the sale of Registrable Securities pursuant to a Registration Statement the registration statement would require disclosure of material non-public material information not otherwise required information, the disclosure of which at such time could reasonably be expected to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company business or (B) relating to affairs of the Trust or a material business transaction involving adverse effect on any proposal or plan by the Company (an “Information Blackout”)Trust or any of its subsidiaries to engage in any extraordinary engagement or activity, including, without limitation, any material acquisition of assets or any merger, consolidation, tender offer or similar transaction, the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales of the Registrable Securities pursuant to such Registration Statement, in each case, the registration statement until the earlier of: of (i) forty-five (45) 45 days after the Company makes Trust notifies the Holders of such good faith determination, and or (ii) such time as the Company Trust notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement the registration statement may otherwise be resumed (the number of days from such notice from suspension of sales by the Company Holders until the day when such sales may be resumed hereunder being hereinafter referred to as the Information Blackout terminates hereunder is hereinafter called a “"Sales Blackout Period”"). (b) Any delivery by In no event shall the Company of notice of an Information Trust be permitted to impose Registration Deferral Periods or Sales Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the rightPeriods that, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Periodcollectively, to cancel such registration. (c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year and no Blackout Period shall continue extend for more than forty-five (45) consecutive days90 days in any given 12 month period.

Information Blackout. (a) Upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information Blackout”), the Company may postpone the filing of effectiveness of any Registration Statement registration statement required hereunder and, if such Registration Statement registration statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement registration statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statementregistration statement, in each case, until the earlier of: (i) forty-five (45) days after the Company makes such good faith determination, and (ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement registration statement may otherwise be resumed (the number of days from such notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “Blackout Period”). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement registration statement effected pursuant to Section 2.01 2(a) hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration, in which event the Xxxxxx Holders shall have one additional registration right under Section 2(a)(i) hereof (a “Blackout Termination Right”). (c) If there is an Information Blackout and the cancellation right, if any, pursuant to (b) above, is not available or exercised, the time period set forth in clause (ii) of Section 5(a) shall be extended for a number of days equal to the number of days in the Blackout Period. (d) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year the term of this Agreement and no Blackout Period shall continue for more than forty-five (45) consecutive days.

Information Blackout. (a) Upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction combination involving the Company (an “Information Blackout”), the Company may postpone the filing of effectiveness of any Registration Statement registration statement required hereunder and, if such Registration Statement registration statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement registration statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statementregistration statement, in each case, until the earlier of: (i) forty-five (45) days after the Company makes such good faith determination, and (ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement registration statement may otherwise be resumed (the number of days from such notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “Blackout Period”). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement registration statement effected pursuant to Section 2.01 2(a) or Article 3 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold each Holder the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registrationwithdraw therefrom. (c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year the term of this Agreement and no Blackout Period shall continue for more than forty-five (45) consecutive days.

Information Blackout. (a) Upon written notice from The Company may postpone or suspend for a reasonable period of time the offering or sale of any Registrable Securities, or the filing of any amendment or supplement to the Registration Statement, if the Company to the Holders that the Company has determined determines in good faith that the Registration Statement contains or may contain an untrue statement of material fact or omits or may omit to state any material fact required to be stated therein or necessary to make the statement therein not misleading and disclosure or correction under the Registration Statement of such material fact or omission, which may include information regarding a pending or contemplated material acquisition or disposition or public offering or other material event would be required but is inadvisable. If the Company notifies the Stockholders’ Representative of its election to postpone or suspend the offering or sale of any Registrable Securities, or the filing of any amendment or supplement to the Registration Statement, all Stockholders shall suspend sales of the Registrable Securities pursuant to a the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information Blackout”), the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statement, in each case, until the earlier of: of thirty (i30) forty-five (45) days Business Days after the Company makes notifies the Stockholders’ Representative of such good faith determination, and (ii) or such time as the Company notifies the Holders Stockholders’ Representative that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such the Registration Statement may otherwise be resumed (resumed. Notwithstanding the number foregoing, the Company shall cause its transfer agent to deliver unlegended ABC Common Stock to any transferee of days from a Stockholder in connection with any sale of Registrable Securities by such Stockholder with respect to which the sole remaining contractual obligation of the Stockholder, at the time of the Stockholder’s receipt of a notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “Blackout Period”). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 hereof shall give the Holders preceding sentence, is the delivery of a majority in aggregate amount unlegended certificates for the shares of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registrationABC Common Stock sold. (c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year and no Blackout Period shall continue for more than forty-five (45) consecutive days.

Information Blackout. (a) Upon written notice from In the Company event that, following any demand pursuant to Section 2(a) (i) hereof but prior to the Holders that filing of a registration statement in respect of such demand, (i) the Company has determined Company, after consultation with outside counsel, determines reasonably and in good faith that the sale of Registrable Securities pursuant to a registration statement filed hereunder would require disclosure of non-public material information, the disclosure of which at such time could reasonably be expected to have a material adverse effect on the business or affairs of the Company or a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any extraordinary engagement or activity by the Company, including, without limitation, any material acquisition of assets or any merger, consolidation, tender offer or similar transaction, and (ii) the Company gives the Initiating Holders written notice of such determination (which notice shall include a copy of the resolutions of the Board of Directors of the Company reflecting such determination), the Company shall, notwithstanding the provisions of Section 2(a)(i) hereof, be entitled to postpone for up to 45 days the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2(a)(i) hereof (the number of days of any such postponement is hereinafter called a "REGISTRATION POSTPONEMENT PERIOD"). (b) At any time when a registration statement covering Registrable Securities is effective, upon written notice from the Company to the Holders of Registrable Securities included in such registration statement, and the underwriters, if any, thereof and the sales or placement agents, if any, therefor, that the Company, after consultation with outside counsel, has determined reasonably and in good faith that the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required information, the disclosure of which at such time could reasonably be expected to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the business or affairs of the Company or (B) relating to a material business transaction involving adverse effect on any proposal or plan by the Company (an “Information Blackout”)or any of its subsidiaries to engage in any extraordinary engagement or activity by the Company, the Company may postpone the effectiveness including, without limitation, any material acquisition of assets or any Registration Statement required hereunder andmerger, if consolidation, tender offer or similar transaction, such Registration Statement has become effectiveHolders, the Company shall not be required to maintain the effectiveness of such Registration Statement underwriters and all Holders agents shall suspend sales of the Registrable Securities pursuant to such the Registration Statement, in each case, Statement until the earlier of: of (i) forty-five (45) 45 days after the Company makes notifies the Holders, underwriters and agents of such good faith determination, and or (ii) such time as the Company notifies the Holders Holders, underwriters and agents that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement the registration statement may otherwise be resumed (the number of days from such notice from suspension of sales by the Company Holders until the day when the Information Blackout terminates such sales may be resumed hereunder is hereinafter called a “Blackout Period”"SALES BLACKOUT PERIOD"). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration. (c) Notwithstanding the foregoing, there No Registration Postponement Period or Sales Blackout Period shall be no commenced by the Company within 90 days after the end of a Registration Postponement Period or Sales Blackout Period, and the Company shall not be permitted to commence more than two Registration Postponement Periods or Sales Blackout Periods, collectively, in any 12 month period. (2d) Information Blackouts during any calendar year and no No Registration Postponement Period or Sales Blackout Period shall continue for more than forty-five (45) consecutive dayspreclude any sales of Registrable Securities that the Holder thereof may effect in compliance with Rule 144; provided that the Holder otherwise conforms with the requirements under the Securities Act and the Exchange Act.

Information Blackout. (a) Upon At any time when a registration statement effected pursuant to Section 3(b) relating to Registrable Securities is effective, upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material having an adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “"Information Blackout”"), the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statement, in each case, registration statement until the earlier of: (i) forty-five (45) 60 days after the Company makes make such good faith determination, and (ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement registration statement may otherwise be resumed (the number of days from such notice from suspension of sales by the Company Holders until the day when the Information Blackout terminates such sale may be resumed hereunder is hereinafter called a “"Sales Blackout Period”"). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement registration statement effected pursuant to Section 2.01 3(b) hereof shall give the Holders holders of a majority in aggregate amount of the Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Information Blackout Period, to cancel such registration, in which event Holders shall have one additional registration right under Section 3(b) in such fiscal year. (c) Notwithstanding If there is an Information Blackout and the foregoingcancellation right, there if any, pursuant to (b) above, is not available or exercised, the time period set forth in Section 6(a) shall be no more than two (2) Information Blackouts during any calendar year and no extended for a number of days equal to the number of days in the Sales Blackout Period shall continue for more than forty-five (45) consecutive daysPeriod.

Information Blackout. (a) Upon written notice from In the Company event that, prior to the Holders that filing or effectiveness of the Company has determined Shelf Registration Statement, (i) Radio One, after consultation with counsel, determines reasonably and in good faith that the sale of Registrable Securities pursuant to a the Shelf Registration Statement would require disclosure of non-public material information that Radio One is not prepared to disclose and (ii) Radio One gives the Selling Shareholders written notice of such determination, Radio One shall, notwithstanding the provisions of Section 2.1 hereof, be entitled to postpone the filing of the Shelf Registration Statement otherwise required to be disclosed under applicable law prepared and filed by it pursuant to Section 2.1(a) hereof or delay its efforts to cause such Shelf Registration Statement to be declared effective by the Commission (A) which disclosure would have the number of days of any such postponement is hereinafter called a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information BlackoutRegistration Postponement Period”). No individual Registration Postponement Period shall last more than ninety (90) days and all Registration Postponement Periods shall, in the Company may postpone aggregate, constitute less than one hundred eighty (180) days. (b) At any time when the effectiveness of any Shelf Registration Statement required hereunder and, if such Registration Statement has become is effective, upon written notice from Radio One to the Company shall not be required to maintain Selling Shareholders that Radio One, after consultation with counsel, has determined reasonably and in good faith that the effectiveness of such Registration Statement and all Holders shall suspend sales sale of Registrable Securities pursuant to such the registration statement would require disclosure of non-public material information that Radio One is not prepared to disclose, the Selling Shareholders shall suspend sales of the Registrable Securities pursuant to the Shelf Registration Statement, in each case, Statement until the earlier of: of (i) forty-five sixty (4560) days after Radio One notifies the Company makes Selling Shareholders of such good faith determination, and or (ii) such time as the Company Radio One notifies the Holders Selling Shareholders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such the Shelf Registration Statement may otherwise be resumed (the number of days from such notice from suspension of sales by the Company Selling Shareholders until the day when the Information Blackout terminates such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). (bc) Any delivery by the Company of notice of an Information No Registration Postponement Period or Sales Blackout during the forty-five (45) days immediately following effectiveness of Period shall preclude any Registration Statement effected pursuant to Section 2.01 hereof shall give the Holders of a majority in aggregate amount sales of Registrable Securities being sold that the rightSelling Shareholders may effect in compliance with Rule 144; provided, by written notice to that the Company within twenty (20) Business Days after Selling Shareholders otherwise conform with the end of such Blackout Period, to cancel such registrationrequirements under the 1933 Act and the 1934 Act. (cd) Notwithstanding The Selling Shareholders agree that, upon receipt of any notice from Radio One pursuant to this Section 3.4, the foregoingSelling Shareholders will (i) keep confidential such notice, there shall be no more its content and any information provided by Radio One in connection therewith, and (ii) if so directed by Radio One, deliver to Radio One all copies then in the Selling Shareholders’ possession, other than two (2) Information Blackouts during any calendar year and no Blackout Period shall continue for more than forty-five (45) consecutive dayspermanent file copies, of the Prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Information Blackout. (a) Upon At any time when a registration statement effected pursuant to Sections 2 or 3 relating to Registrable Securities is effective, upon written notice from the Company Trust to the Holders of Registrable Securities included therein that the Company Trust has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement such registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have having a material adverse effect on the Company or (B) relating to a material business transaction involving the Company Trust (an “"Information Blackout”"), the Company may postpone the effectiveness of any Registration Statement required hereunder and, if all such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statement, in each case, registration statement until the earlier of: (i) forty-five thirty (4530) days after the Company makes Trust notifies such Holders of such good faith determination, andor (ii) such time as the Company Trust notifies the such Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement registration statement may otherwise be resumed (the number of days from such notice from the Company suspension of sales by such Holders until the day when the Information Blackout terminates such sale may be resumed hereunder is hereinafter called a “"Sales Blackout Period”"). (b) Any delivery by the Company Trust of notice of an Information Blackout during the forty-five thirty (4530) days immediately following effectiveness of any Registration Statement registration statement effected pursuant to Section 2.01 3 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold included in such registration statement the right, by written notice to the Company Trust within twenty (20) Business Days days after the end of such Sales Blackout Period, to cancel such registration, in which event the Holders shall have one additional registration right under Section 3 which shall be exercisable within six (6) months of such cancellation. (c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar fiscal year of the Trust and no Sales Blackout Period shall continue for more than forty-five thirty (4530) consecutive days.

Information Blackout. (a) Upon written notice from In the Company event that, prior to the Holders that filing or effectiveness of the Company has determined Shelf Registration Statement, (i) Purchaser, after consultation with counsel, determines reasonably and in good faith that the sale of Registrable Securities pursuant to a the Shelf Registration Statement would require disclosure of non-public material information that Purchaser is not prepared to disclose and (ii) Purchaser gives the Sellers written notice of such determination, Purchaser shall, notwithstanding the provisions of Section 2.1 hereof, be entitled to postpone the filing of the Shelf Registration Statement otherwise required to be disclosed under applicable law prepared and filed by it pursuant to Section 2.1(a) hereof or delay its efforts to cause such Shelf Registration Statement to be declared effective by the Commission (A) which disclosure would have the number of days of any such postponement is hereinafter called a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information BlackoutRegistration Postponement Period”). No individual Registration Postponement Period shall last more than ninety (90) days and all Registration Postponement Periods shall, in the Company may postpone aggregate, constitute less than one hundred eighty (180) days. (b) At any time when the effectiveness of any Shelf Registration Statement required hereunder and, if such Registration Statement has become is effective, upon written notice from Purchaser to the Company shall not be required to maintain Sellers that Purchaser, after consultation with counsel, has determined reasonably and in good faith that the effectiveness of such Registration Statement and all Holders shall suspend sales sale of Registrable Securities pursuant to such the registration statement would require disclosure of non-public material information that Purchaser is not prepared to disclose, Sellers shall suspend sales of the Registrable Securities pursuant to the Shelf Registration Statement, in each case, Statement until the earlier of: of (i) forty-five sixty (4560) days after the Company makes Purchaser notifies Sellers of such good faith determination, and or (ii) such time as the Company Purchaser notifies the Holders Sellers that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such the Shelf Registration Statement may otherwise be resumed (the number of days from such notice from the Company suspension of sales by Sellers until the day when the Information Blackout terminates such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). (bc) Any delivery by the Company of notice of an Information No Registration Postponement Period or Sales Blackout during the forty-five (45) days immediately following effectiveness of Period shall preclude any Registration Statement effected pursuant to Section 2.01 hereof shall give the Holders of a majority in aggregate amount sales of Registrable Securities being sold that Sellers may effect in compliance with Rule 144; provided, that Sellers otherwise conform with the right, by written notice to requirements under the Company within twenty (20) Business Days after 1933 Act and the end of such Blackout Period, to cancel such registration1934 Act. (cd) Notwithstanding Sellers agree that, upon receipt of any notice from Purchaser pursuant to this Section 3.4, Sellers will (i) keep confidential such notice, its content and any information provided by Purchaser in connection therewith, and (ii) if so directed by Purchaser, deliver to Purchaser all copies then in Sellers’ possession, other than permanent file copies, of the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year and no Blackout Period shall continue for more than forty-five (45) consecutive daysProspectus relating to such Registrable Securities current at the time of receipt of such notice.

Information Blackout. (a) Upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “"Information Blackout”"), the Company may postpone the filing of effectiveness of any Registration Statement registration statement required hereunder and, if such Registration Statement registration statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement registration statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statementregistration statement, in each case, until the earlier of: (i) forty-five (45) days after the Company makes such good faith determination, and (ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement registration statement may otherwise be resumed (the number of days from such notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “"Blackout Period”"). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement registration statement effected pursuant to Section 2.01 2(a) hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration, in which event the Xxxxxx Holders shall have one additional registration right under Section 2(a)(i) hereof (a "Blackout Termination Right"). (c) If there is an Information Blackout and the cancellation right, if any, pursuant to (b) above, is not available or exercised, the time period set forth in clause (ii) of Section 5(a) shall be extended for a number of days equal to the number of days in the Blackout Period. (d) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year the term of this Agreement and no Blackout Period shall continue for more than forty-five (45) consecutive days.

Information Blackout. (a) Upon written notice from In the Company event that, following any demand pursuant to Section 2(a)(i) hereof but prior to the Holders that filing of a registration statement in respect of such demand, (i) the Company has determined Company, after consultation with outside counsel, determines reasonably and in good faith that the sale of Registrable Securities pursuant to a Registration Statement registration statement filed hereunder would require disclosure of non-public material information not otherwise required information, the disclosure of which at such time could reasonably be expected to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the business or affairs of the Company or (B) relating to a material business transaction involving adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any extraordinary engagement or activity by the Company, including, without limitation, any material acquisition of assets or any merger, consolidation, tender offer or similar transaction, and (an “Information Blackout”ii) the Company gives the Initiating Holders written notice of such determination (which notice shall include a copy of the resolutions of the Board of Directors of the Company reflecting such determination), the Company may shall, notwithstanding the provisions of Section 2(a)(i) hereof, be entitled to postpone for up to 60 days the effectiveness filing of any Registration Statement registration statement otherwise required hereunder andto be prepared and filed by it pursuant to Section 2(a)(i) hereof (the number of days of any such postponement is hereinafter called a "REGISTRATION POSTPONEMENT PERIOD"). (b) At any time when a registration statement covering Registrable Securities is effective, upon written notice from the Company to the Holders of Registrable Securities included in such registration statement, and the underwriters, if such Registration Statement any, thereof and the sales or placement agents, if any, therefor, that the Company, after consultation with outside counsel, has become effective, determined reasonably and in good faith that the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales sale of Registrable Securities pursuant to the registration statement would require disclosure of non-public material information, the disclosure of which at such Registration Statementtime could reasonably be expected to have a material adverse effect on the business or affairs of the Company or a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any extraordinary engagement or activity by the Company, in each caseincluding, without limitation, any material acquisition of assets or any merger, consolidation, tender offer or similar transaction, such Holders, underwriters and agents shall suspend sales of the Registrable Securities pursuant to the registration statement until the earlier of: of (i) forty-five (45) 60 days after the Company makes notifies the Holders, underwriters and agents of such good faith determination, and or (ii) such time as the Company notifies the Holders Holders, underwriters and agents that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement the registration statement may otherwise be resumed (the number of days from such notice from suspension of sales by the Company Holders until the day when the Information Blackout terminates such sales may be resumed hereunder is hereinafter called a “Blackout Period”"SALES BLACKOUT PERIOD"). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration. (c) Notwithstanding the foregoing, there No Registration Postponement Period or Sales Blackout Period shall be no commenced by the Company within 90 days after the end of a Registration Postponement Period or Sales Blackout Period, and the Company shall not be permitted to commence more than two Registration Postponement Periods or Sales Blackout Periods, collectively, in any 12 month period. (2d) Information Blackouts during any calendar year and no No Registration Postponement Period or Sales Blackout Period shall continue for more than forty-five (45) consecutive dayspreclude any sales of Registrable Securities that the Holder thereof may effect in compliance with Rule 144 without registration of such Registrable Securities under the Securities Act; provided that the Holder otherwise conforms with the requirements under the Securities Act and the Exchange Act.

Information Blackout. (ai) Upon At any time when a Registration Statement effected pursuant to Section 3 relating to Registrable Securities is effective, upon written notice from the Company to the Holders Holder that the Company has determined in good faith that the sale of Registrable Securities pursuant to a the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material having an adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information Blackout”"INFORMATION BLACKOUT"), the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company Holder shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall immediately suspend sales of Registrable Securities pursuant to such Registration Statement, in each case, Statement until the earlier of: (iA) forty-five (45) 60 days after the Company makes such good faith determination, and (iiB) such time as the Company notifies the Holders Holder that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement may otherwise be resumed (the number of days from such notice from suspension of sales by the Company Holder until the day when the Information Blackout terminates such sale may be resumed hereunder is hereinafter called a “Blackout Period”"SALES BLACKOUT PERIOD"). (bii) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 hereof 3 above shall give the Holders holders of a majority in aggregate amount of the Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days business days after the end of such Blackout PeriodInformation Blackout, to cancel such registration, in which event Holder shall have one additional registration right under Section 3 above ("BLACKOUT TERMINATION RIGHT"). (ciii) Notwithstanding If there is an Information Blackout and the foregoingBlackout Termination Right, there if any, pursuant to clause (ii) above, is not available or exercised, the time period set forth in Section 6(a)(ii) shall be no more than two (2) Information Blackouts during any calendar year and no extended for a number of days equal to the number of days in the Sales Blackout Period shall continue for more than forty-five (45) consecutive daysPeriod.

Information Blackout. (a) Upon At any time when the Shelf Registration Statement is effective, upon written notice from the Company Jarden to the Holders that the Company Board of Directors of Jarden, after consultation with counsel, has determined in good faith that the sale of Registrable Securities pursuant to a the Shelf Registration Statement would significantly interfere with any material pending or contemplated financing, merger, sale or acquisition of assets, recapitalization or other material corporate action of Jarden, or would require disclosure of Jarden to disclose any material non-public material information that has not otherwise required to be theretofore been disclosed under applicable law (A) and which disclosure would have a material adverse effect on the Company or (B) relating Jarden, and it is therefore essential to a material business transaction involving the Company (an “Information Blackout”), the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales of Registrable Securities pursuant to such the Shelf Registration Statement, in each case, Jarden's obligations under Section 3.1(a)(ii) hereof shall be suspended until the earlier of: of (i) forty-five sixty (4560) days after Jarden notifies the Company makes Holders of such good faith determination, and or (ii) such time as the Company Jarden notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to the Shelf Registration Statement may otherwise be resumed, such notification to be made promptly after Jarden has determined reasonably and in good faith that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to the Shelf Registration Statement may otherwise be resumed (the number of days from such notice from suspension of sales by the Company Holders until the day when the Information Blackout terminates such sales may be resumed hereunder is hereinafter called a “"SALES BLACKOUT PERIOD"). The Holders shall suspend sales of the Registrable Securities pursuant to the Shelf Registration Statement during any Sales Blackout Period”). (b) Any delivery by the Company of notice of an Information Jarden shall use its best efforts not to commence a Sales Blackout during the forty-five Period within sixty (4560) days immediately following effectiveness of any after (i) the First Registration Statement effected pursuant to Section 2.01 hereof shall give Date or the Holders of a majority in aggregate amount of Registrable Securities being sold the rightSecond Registration Date, by written notice to the Company within twenty as applicable, or (20ii) Business Days after the end of such a Sales Blackout Period, . Jarden shall not be permitted to cancel such registrationcommence more than three (3) Sales Blackout Periods during the Shelf Registration Period. (c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year and no No Sales Blackout Period shall continue for more preclude any sales of Registrable Securities that any Holder may effect in compliance with Rule 144; provided that such Holder otherwise conforms with the requirements under the 1933 Act and the 1934 Act. (d) Each Holder agrees that, upon receipt of any notice from Jarden pursuant to this Section 3.4, such Holder will (i) keep confidential such notice, its content and any information provided by Jarden in connection therewith, and (ii) if so directed by Jarden, deliver to Jarden all copies then in such Holder's possession, other than forty-five (45) consecutive dayspermanent file copies, of the Prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Information Blackout. (a) Upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information Blackout”), the Company may postpone the filing of effectiveness of any Registration Statement registration statement required hereunder and, if such Registration Statement registration statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement registration statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statementregistration statement, in each case, until the earlier of: of (i) forty-five (45) days after the Company makes such good faith determination, and which may, upon advanced written notice to Holders, be renewed for a second forty-five day period if deemed necessary in the good faith judgment of the Company, and (ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement registration statement may otherwise be resumed (the number of days from such notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “Blackout Period”). (b) Any delivery by the Company of notice of an Information Blackout during the forty-five (45) days immediately following effectiveness of any Registration Statement registration statement effected pursuant to Section 2.01 2(a) hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration; in which event, such registration shall not count towards the limits on registrations under Section 2(b). (c) Notwithstanding If one or more Information Blackouts should occur, then the foregoingperiods of time that Holders may require the Company to effect the number of Demand Registrations or Shelf Takedowns set forth in each of Sections 2(b)(i), there 2(b)(ii) and 2(b)(iii) shall be no more than two (2) Information Blackouts during any calendar year and no extended by an aggregate number of days equal to the total number of days in the Blackout Period shall continue for more than forty-five (45) consecutive daysPeriod(s).

Information Blackout. (a) Upon At any time when the registration statement effected pursuant to Section 1 of this Certificate is effective, upon written notice from the Company AmerisourceBergen to the Holders representative appointed by the Stockholders (the "Stockholders' Representative") that the Company Board of Directors of AmerisourceBergen has determined in good faith the exercise of its reasonable judgment that the sale (A) such registration statement contains or may contain an untrue statement of Registrable Securities pursuant material fact or omit or may omit to a Registration Statement would require disclosure of non-public state any material information not otherwise fact required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on stated therein or necessary to make the Company statement therein not misleading or (B) relating to disclosure under such registration statement of a pending or contemplated material business transaction involving the Company acquisition or disposition or public offering or other material event would be required and inadvisable (an “"Information Blackout”Blackout")(which notice of AmerisourceBergen shall provide a certified copy of the excerpts of the resolutions of the Board of Directors of AmerisourceBergen or minutes of its meeting reflecting such determination and a description, in reasonable detail, of the relevant event and matter, all of which facts the Stockholders' Representative and the Stockholders shall keep confidential and not trade upon), AmerisourceBergen and the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders Stockholders shall suspend sales of Registrable Securities pursuant to such Registration Statement, in each case, the registration statement until the earlier of: of (i) forty-five (45) days after one day following the Company makes such good faith determination, and (ii) such time as the Company notifies the Holders that date upon which such material information has been is disclosed to the public or has ceased ceases to be material (of which fact AmerisourceBergen will promptly inform the Stockholders' Representative), (ii) 60 days after AmerisourceBergen's notice referred to in this Section 3, or (iii) such time as AmerisourceBergen notifies the Stockholders' Representative that sales pursuant to such Registration Statement the registration statement may otherwise be resumed (the number of days from such notice from the Company suspension of sales until the day when such sales may be resumed hereunder, the Information Blackout terminates hereunder is hereinafter called a “"Sales Blackout Period”"). ; provided that (bx) Any delivery by the Company aggregate number of notice days in Sales Blackout Periods in any consecutive 12-month period may not exceed 90 days, (y) the aggregate number of an Information days in Sales Blackout during Periods in the forty-five first 45 days following the closing date of the Merger may not exceed 5 days and (45z) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration. (c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year and no Sales Blackout Period shall continue for more than forty-five (45) consecutive daysduring the first 5 business days following the closing date of the Merger.