Common use of Notice and Approval Clause in Contracts

Notice and Approval. If a Equityholder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) of its intent to do so (including the proposed manner of all sales) at least one (1) full trading day prior to such sale, and the provision of such notice to Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one (1) trading-day period, Parent may refuse to permit such Equityholder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about Parent, could constitute a violation of the federal securities laws. If Parent does not refuse to permit such Equityholder to resell any Registrable Shares as provided above, then such Equityholder shall have the right to sell without further notice to Parent any or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice).

Notice and Approval. If a Equityholder any Holder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) any Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent Acquiror may refuse delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to permit minimize any delay, the resale by such Equityholder to resell Holder of any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period to the effect that a delay in such sale is necessary because Statement only if a sale pursuant to the Registration Statement in its then-then current form without the addition of material, non-public information about Parent, Acquiror could reasonably constitute a violation of the federal securities laws. If Parent does ; PROVIDED, HOWEVER, that in order to exercise this right, Acquiror must deliver a certificate in writing to the Holder to such effect not refuse later than the close of business on the second trading day following receipt of any notice from any Holder indicating an intent to permit such Equityholder to resell sell any Registrable Shares as provided aboveShares, then such Equityholder shall have the right to sell without further notice to Parent any or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 notice from such Holder shall have included a working facsimile number for purposes of delivery of such response from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days from (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during the Registration Effective Period and, upon written request of any Holder, will notify such Holder of the commencement date and ending date of the notice)each such 20-day period.

Notice and Approval. If a Equityholder any Holder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) any Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent Acquiror may refuse delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to permit minimize any delay, the resale by such Equityholder to resell Holder of any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period to the effect that a delay in such sale is necessary because Statement only if a sale pursuant to the Registration Statement in its then-then current form without the addition of material, non-public information about Parent, Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVER, that in order to exercise this right, Acquiror must deliver a certificate in writing to the Holder to such effect. If Parent does not refuse Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have during each calendar quarter (or portion thereof) during the right to sell without further notice to Parent any or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)Registration Effective Period.

Notice and Approval. If a Equityholder any Holder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) any Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) of its intent to do so (including the proposed manner and timing of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent may refuse to permit such Equityholder the Holder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Holder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about Parent, could constitute a violation of the federal securities laws. If Notwithstanding the foregoing, Parent does not refuse will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have during each calendar quarter (or portion thereof) from the right to sell without further notice to Parent any or all Pooling Release Date until the expiration of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)applicable Registration Effective Period.

Notice and Approval. If a Equityholder any Holder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) any Registrable Shares Securities pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) Yahoo of its intent to do so (including the proposed manner of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent Yahoo shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent Yahoo may refuse to permit such Equityholder the Holder to resell any Registrable Shares Securities pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent Yahoo must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Holder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about ParentYahoo, could constitute a violation of the federal securities laws. If Parent does not refuse Notwithstanding the foregoing, (i) Yahoo will use its best efforts to permit such Equityholder to resell any Registrable Shares as provided above, then such Equityholder ensure that the Holders shall have the right at least five (5) trading days available to sell without further notice Registrable Securities prior to Parent September 30, 1997 (in light of factors such as the timing of any or all required review of the shares identified Registration Statement by the Securities and Exchange Commission), and (ii) Yahoo will ensure that in his notice any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to Parent within sell Registrable Securities during each calendar quarter (or portion thereof) from October 1, 1997 until the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date first anniversary of the notice)Effective Date.

Notice and Approval. If a Equityholder any Stockholder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day periodspecific period of time) Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) of its intent to do so (including the proposed manner and timing of all sales) at least one (1) full trading day prior to such sale, and the provision of such notice to Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Stockholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Stockholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one (1) trading-day period, Parent may refuse to permit such Equityholder the Stockholder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Stockholder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about Parent, could constitute a violation of the federal securities laws. If Notwithstanding the foregoing, Parent does not refuse will ensure that in any event the Stockholders shall have at least ten (10) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have during each calendar quarter (or portion thereof) from the right to sell without further notice to Parent any or all Initial Release Date until the expiration of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)applicable Registration Effective Period.

Notice and Approval. If a Equityholder any Holder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) ------------------- any Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) Yahoo of its intent to do so (including the proposed manner and timing of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent Yahoo shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Holder in writing expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such informationinformation supplied by such Holder in writing) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent Yahoo may refuse to permit such Equityholder the Holder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent Yahoo must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Holder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about ParentYahoo, could constitute a violation of the federal securities laws. If Parent does not refuse Notwithstanding the foregoing, Yahoo will ensure that in any event (i) the Holders shall have at least twenty (20) trading days available to permit such Equityholder to resell any sell Registrable Shares as provided aboveduring each calendar quarter for a period of six (6) months immediately following the Third Closing Date (with such minimum time period being prorated for partial quarters to the extent reasonably practical to do so), then such Equityholder and (ii) the Holders shall have the right at least ten (10) consecutive trading days available to sell without further notice to Parent any or all Registrable Shares after each of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)Second and Third Closing Dates, commencing immediately after each Closing Date.

Notice and Approval. If a Equityholder any Holder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) any Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent Acquiror may refuse to permit such Equityholder the Holder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent Acquiror must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Holder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about ParentAcquiror, could constitute a violation of the federal securities laws. If Parent does not refuse Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have during each calendar quarter (or portion thereof) during the right to sell without further notice to Parent any or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)Registration Effective Period.

Notice and Approval. If a Equityholder any Street Stockholder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) any Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) 7th Level of its intent to do so (including the proposed manner and timing of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent 7th Level shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Street Stockholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Street Stockholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent 7th Level may refuse to permit such Equityholder the Street Stockholder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent 7th Level must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Street Stockholder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about Parent7th Level, could constitute a violation of the federal securities laws. If Parent does not refuse Notwithstanding the foregoing, 7th Level will ensure that in any event the Street Stockholders shall have at least twenty (20) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have the right to sell without further notice to Parent any during each calendar quarter (or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days portion thereof) from the date the Registration Statement is declared effective until the expiration of the notice)Registration Effective Period.

Notice and Approval. If a Equityholder any Holder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) any Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent Acquiror may refuse delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to permit minimize any delay, the resale by such Equityholder to resell Holder of any Registrable Shares pursuant to the Registration StatementStatement only if a sale pursuant to the Registration Statement in its then current form without the addition of material, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; provided, however, that in order to exercise this right, Parent Acquiror must deliver a certificate in writing to the Holder to such Equityholder prior to effect. Notwithstanding the expiration of foregoing, Acquiror will ensure that in any event the one Holders shall have at least twenty (120) trading day waiting period days (prorated for partial quarters) available to the effect that a delay in such sale is necessary because a sale pursuant to sell Registrable Shares during each calendar quarter (or portion thereof) during the Registration Statement in its then-current form without the addition of material, non-public information about Parent, could constitute a violation of the federal securities laws. If Parent does not refuse to permit such Equityholder to resell any Registrable Shares as provided above, then such Equityholder shall have the right to sell without further notice to Parent any or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)Effective Period.

Notice and Approval. If a Equityholder any Stockholder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day periodspecific period of time) Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) of its intent to do so (including the proposed manner and timing of all sales) at least one (1) two full trading day days prior to such sale, and the provision of such notice to Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Stockholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Stockholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one (1) two trading-day period, Parent may refuse to permit such Equityholder the Stockholder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Stockholder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-then- current form without the addition of material, non-public information about Parent, could constitute a violation of the federal securities laws. If Notwithstanding the foregoing, Parent does not refuse will ensure that in any event the Stockholders shall have at least ten trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have during each calendar quarter (or portion thereof) during the right to sell without further notice to Parent any or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)Selling Period.

Notice and Approval. If a Equityholder the Xxxxxxx shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) any Registrable Shares pursuant to the Registration Statement, he, she or it they shall notify Parent via any reasonable written means (including via e-mail) the Company of its their intent to do so (including the proposed manner and timing of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent the Company shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder the Xxxxxxx to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder the Xxxxxxx expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such subsequently provided information) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent the Company may refuse to permit such Equityholder the Xxxxxxx to resell sell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent the Company must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Xxxxxxx to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about Parentthe Company, could constitute a violation Violation of the federal securities laws. If Parent does not refuse Notwithstanding the foregoing, the Company will ensure that in any event the Xxxxxxx shall have at least twenty-five (25) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have the right to sell without further notice to Parent any during each calendar quarter (or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days portion thereof) from the date the Registration Statement is declared effective until the expiration of the notice)Registration Effective Period.

Notice and Approval. If a Equityholder any Shareholder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day periodspecific period of time) Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) of its intent to do so (including the proposed manner and timing of all sales) at least one (1) full trading day prior to such sale, and the provision of such notice to Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Shareholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Shareholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one (1) trading-day period, Parent may refuse to permit such Equityholder the Shareholder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Shareholder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about Parent, could constitute a violation of the federal securities laws. If Notwithstanding the foregoing, Parent does not refuse will ensure that in any event the Shareholders shall have at least ten (10) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have during each calendar quarter (or portion thereof) from the right to sell without further notice to Parent any or all Pooling Release Date until the expiration of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)applicable Registration Effective Period.

Notice and Approval. If a Equityholder any Shareholder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day periodspecific period of time) Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) of its intent to do so (including the proposed manner and timing of all sales) at least one (1) full trading day prior to such sale, and the provision of such notice to Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Shareholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Shareholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one (1) trading-day period, Parent may refuse to permit such Equityholder the Shareholder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Shareholder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about Parent, could constitute a violation of the federal securities laws. If Notwithstanding the foregoing, Parent does not refuse will ensure that in any event the Shareholders shall have at least fifteen (15) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have during each calendar quarter (or portion thereof) from the right to sell without further notice to Parent any or all Initial Release Date until the expiration of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)applicable Registration Effective Period.

Notice and Approval. If a Equityholder the Shareholder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day periodspecific period of time) Registrable Shares pursuant to the Registration Statement, he, she or it he shall notify Parent via any reasonable written means (including via e-mail) of its his intent to do so (including the proposed manner and timing of all sales) at least one (1) full trading day prior to such sale, and the provision of such notice to Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder the Shareholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder the Shareholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one (1) trading-day period, Parent may refuse to permit such Equityholder the Shareholder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Shareholder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about Parent, could constitute a violation of the federal securities laws. If Notwithstanding the foregoing, Parent does not refuse will ensure that in any event the Shareholder shall have at least ten (10) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have the right to sell without further notice to Parent any during each calendar quarter (or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days portion thereof) from the date the Registration Statement is first declared effective until the expiration of the notice)applicable Registration Effective Period.

Notice and Approval. If a Equityholder any Holder shall propose to sell (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) any ------------------- Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Parent via any reasonable written means (including via e-mail) Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least one two (12) full trading day days prior to such sale, and the provision of such notice to Parent Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Equityholder Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Equityholder Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such one two (12) trading-day period, Parent Acquiror may refuse to permit such Equityholder the Holder to resell any Registrable Shares pursuant to the Registration Statement; provided, however, that in order to exercise this right, Parent Acquiror must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period Holder to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then-current form without the addition of material, non-public information about ParentAcquiror, could constitute a violation of the federal securities laws. If Parent does not refuse Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to permit such Equityholder to resell any sell Registrable Shares as provided above, then such Equityholder shall have during each calendar quarter (or portion thereof) from the right to sell without further notice to Parent any or all Pooling Release Date until the first anniversary of the shares identified in his notice to Parent within the time period identified in such notice (provided that such time period identified may not exceed 30 days from the date of the notice)Closing Date.