Common use of Notice and Approval Clause in Contracts

Notice and Approval. If any shareholder shall propose to sell any Registrable Shares pursuant to the Amendment, it shall notify Parent of its intent to do so (including the proposed manner and timing of all sales) at least three (3) full trading 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 Selling 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previously supplied by such Selling Shareholder expressly for inclusion in the Amendment (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. Parent may delay the resale by such Selling Shareholder of any Registrable Shares pursuant to the Amendment by delivering to such Selling Shareholder a written notification that Parent's Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICE"); provided, however, that the Suspension Notice must be delivered within the three (3) trading-day period following receipt of such Selling Shareholder's notice of intent to sell Registrable Securities under the Amendment so long as such notice included a working facsimile number for purposes of delivery of Parent's response. Upon receipt of the Suspension Notice, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b) below or written notice from Parent that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumed.

Notice and Approval. If any shareholder Holder shall propose to sell any Registrable Shares pursuant to the AmendmentRegistration Statement, it shall notify Parent Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least three two (32) full trading 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 Selling Shareholder 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 Selling Shareholder Holder expressly for inclusion in the Amendment Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. Parent At any time within such two (2) trading-day period, Acquiror may delay delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, the resale by such Selling Shareholder Holder of any Registrable Shares pursuant to the Amendment by delivering Registration Statement 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, Acquiror must deliver a certificate in writing to the Holder to such Selling Shareholder a written notification effect. Notwithstanding the foregoing, Acquiror will ensure that Parent's Suspension Right has been exercised and is then in effect any event the Holders shall have at least twenty (the "SUSPENSION NOTICE"); provided, however, that the Suspension Notice must be delivered within the three 20) trading days (3prorated for partial quarters) trading-day period following receipt of such Selling Shareholder's notice of intent available to sell Registrable Securities under Shares during each calendar quarter (or portion thereof) during the Amendment so long as such notice included a working facsimile number for purposes of delivery of Parent's response. Upon receipt of the Suspension Notice, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b) below or written notice from Parent that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumedRegistration Effective Period.

Notice and Approval. If any shareholder Holder shall propose to sell any Registrable Shares pursuant to the AmendmentRegistration Statement, it shall notify Parent Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least three two (32) full trading 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 Selling Shareholder 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 Selling Shareholder Holder expressly for inclusion in the Amendment Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. Parent At any time within such two (2) trading-day period, Acquiror may delay delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, the resale by such Selling Shareholder Holder of any Registrable Shares pursuant to the Amendment by delivering Registration Statement 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, Acquiror must deliver a certificate in writing to the Holder to such Selling Shareholder a written notification that Parent's Suspension Right has been exercised and is then in effect (not later than the "SUSPENSION NOTICE"); provided, however, that close of business on the Suspension Notice must be delivered within the three (3) trading-second trading day period following receipt of such Selling Shareholder's any notice of from any Holder indicating an intent to sell any Registrable Securities under the Amendment so long as Shares, provided that such notice from such Holder shall have included a working facsimile number for purposes of delivery of Parent's responsesuch response from Acquiror. Upon receipt 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 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 Suspension Notice, commencement date and ending date of each such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b) below or written notice from Parent that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumed20-day period.

Notice and Approval. If any shareholder one or more Holders shall propose to sell any Registrable Shares Securities pursuant to the AmendmentRegistration Statement, it such Holder or Holders shall notify Parent of its deliver to Amazxx.xxx xx least three trading days prior to such proposed sale a single written notice (a "Stockholder Sale Notice") notifying Amazxx.xxx xx their intent to do so sell (including the proposed manner and timing of all sales) at least three (3) full trading days prior to such sale), and the provision of such notice to Parent shall Amazxx.xxx xxxll conclusively be deemed to reestablish establish and reconfirm confirm an agreement by such Selling Shareholder Holder or Holders to sell such Registrable Securities in whole, or in part or not at all (without the necessity to provide a new Stockholder Sale Notice to Amazxx.xxx) xxthin a period ending on the tenth trading day following the first such sale and to comply with the other registration provisions set forth in this Agreement. Unless otherwise specified in such noticethe Stockholder Sale Notice, such notice Stockholder Sale Notice shall be deemed to constitute a representation that any information previously supplied by to such Selling Shareholder Holder expressly for inclusion in the Amendment Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such noticeStockholder Sale Notice. Parent may delay At any time within such three-trading-day period, Amazxx.xxx xxx, pursuant to Section 1.2(c), refuse to permit the resale by such Selling Shareholder of Holder to resell any Registrable Shares Securities pursuant to the Amendment by delivering Registration Statement. To the extent Amazxx.xxx xxxll not exercise its rights pursuant to Section 1.2(c) hereof, Amazxx.xxx xxxll provide written notice to each of the other Holders regarding the availability of such Selling Shareholder a written notification that Parent's Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICE")ten trading day period; provided, however, that the Suspension if any such Holder does not receive such written Notice must be delivered within the three (3) trading-day period following receipt of such Selling Shareholder's notice of intent to sell Registrable Securities under the Amendment so long as such notice included a working facsimile number for purposes of delivery of Parent's response. Upon receipt trading days of the Suspension Stockholder Sale Notice, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until Holder may sell his, her or its receipt of a supplemented or amended prospectus Registrable Securities pursuant to Section 7(b) below or written notice from Parent that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumedterms hereof.

Notice and Approval. If any shareholder one or more Holders shall propose to sell any Registrable Shares Securities pursuant to the AmendmentRegistration Statement, it such Holder or Holders shall notify Parent of its deliver to Amazxx.xxx xx least three full trading days prior to such proposed sale a written notice (a "Stockholder Sale Notice") notifying Amazxx.xxx xx their intent to do so sell (including the proposed manner and timing of all sales) at least three (3) full trading days prior to such sale), and the provision of such notice to Parent shall Amazxx.xxx xxxll conclusively be deemed to reestablish establish and reconfirm confirm an agreement by such Selling Shareholder Holder or Holders to sell such Registrable Securities, in whole, in part or not at all (without the necessity to provide a new Stockholder Sale Notice to Amazxx.xxx), xithin a period ending on the tenth trading day following the first such sale and to comply with the other registration provisions set forth in this Agreement. Unless otherwise specified in such noticethe Stockholder Sale Notice, such notice Stockholder Sale Notice shall be deemed to constitute a representation that any information previously supplied by to such Selling Shareholder Holder expressly for inclusion in the Amendment Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such noticeStockholder Sale Notice. Parent may delay At any time within such three trading day period, Amazxx.xxx xxx exercise its rights under Section 1.2(c) hereof. To the resale by such Selling Shareholder of any Registrable Shares extent Amazxx.xxx xxxll not exercise its rights pursuant to Section 1.2(c) hereof, Amazxx.xxx xxxll provide written notice to each of the Amendment by delivering to other Holders regarding the availability of such Selling Shareholder a written notification that Parent's Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICE")ten trading day period; provided, however, that the Suspension Notice must be delivered if any such Holder does not receive such written notice within the three (3) trading-day period following receipt of such Selling Shareholder's notice of intent to sell Registrable Securities under the Amendment so long as such notice included a working facsimile number for purposes of delivery of Parent's response. Upon receipt trading days of the Suspension Stockholder Sale Notice, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until Holder may sell his, her or its receipt of a supplemented or amended prospectus Registrable Securities pursuant to Section 7(b) below or written notice from Parent that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumedterms hereof.

Notice and Approval. If any shareholder shall propose to sell ------------------- any Registrable Shares pursuant to the AmendmentRegistration Statement, it shall notify Parent Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least three two (32) full trading days prior to such salesale the ("Notice Period"), and the provision of such notice to Parent Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Selling Shareholder shareholder to comply with the registration provisions set forth in this Agreement. Such notice will be deemed given if given by email to both Acquiror's Vice President and General Counsel and Director of Investor Relations (xxxx.xxx@xxxxxx.xxx and -------------- xxxxxx.xxxxxxxx@xxxxxx.xxx). Unless otherwise specified in such notice, such -------------------------- notice shall be deemed to constitute a representation that any information previously supplied by such Selling Shareholder shareholder expressly for inclusion in the Amendment Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. Parent Acquiror may delay the resale by such Selling Shareholder shareholder of any Registrable Shares pursuant to the Amendment Registration Statement by delivering to such Selling Shareholder shareholder a written notification that ParentAcquiror's Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICESuspension Notice"); provided, however, that the Suspension Notice must be -------- ------- delivered within the three two (32) trading-day period following receipt of such Selling Shareholdershareholder's notice of intent to sell Registrable Securities under the Amendment so long as such notice included a working facsimile number for purposes of delivery of ParentAcquiror's response, and provided, further, that Acquiror may deliver a -------- ------- Suspension Notice during the Trading Window, in which case the Trading Window shall be extended day-for-day for each day such Suspension Notice is in effect. Upon receipt of the Suspension Notice, such Selling Shareholder stockholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b6.6(b) below or written notice from Parent Acquiror that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder stockholder may be resumed. Unless Acquiror delivers a Suspension Notice to a selling shareholder who has delivered notice pursuant to this Section 6.6(a), such selling shareholder shall have fifteen business days following the expiration of the Notice Period in which to effect the sale described in such notice (the "Trading Window"), although settlement of such sales may occur after the Trading Window. Any other sale, or any sale after the Trading Window, shall require a new notice pursuant to this Section 6.6(a).

Notice and Approval. If any shareholder stockholder shall propose to sell any Registrable Shares pursuant to the Amendment, it shall notify Parent the Company of its intent to do so (including the proposed manner and timing of all sales) at least three (3) full trading 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 Selling Shareholder 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 Selling Shareholder Stockholder expressly for inclusion in the Amendment (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. Parent The Company may delay the resale by such Selling Shareholder Stockholder of any Registrable Shares pursuant to the Amendment by delivering to such Selling Shareholder Stockholder a written notification that Parent's the Company’s Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICESuspension Notice"); provided, however, that the Suspension Notice must be delivered within the three (3) trading-day period following receipt of such Selling Shareholder's Stockholder’s notice of intent to sell Registrable Securities under the Amendment so long as such notice included a working facsimile number for purposes of delivery of Parent's the Company’s response. Upon receipt of the Suspension Notice, such Selling Shareholder Stockholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b) below or written notice from Parent the Company that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder Stockholder may be resumed.

Notice and Approval. If any shareholder Shareholder shall propose to sell any Registrable Shares pursuant to the AmendmentRegistration Statement, in addition to satisfaction of the requirements set forth in Exhibit C , it shall notify Parent IRET of its intent to do so (including the proposed manner and timing of all sales) at least three five (35) full trading days prior to such sale, and the provision of such notice to Parent IRET shall conclusively be deemed to reestablish and reconfirm an agreement by such Selling 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 Selling Shareholder expressly for inclusion in the Amendment Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. Parent IRET may delay the resale by such Selling Shareholder of any Registrable Shares pursuant to the Amendment Registration Statement by delivering to such Selling Shareholder a written notification that ParentIRET's Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICE" Suspension Notice "); provided, however, that the Suspension Notice must be delivered within the three five (35) trading-day period following receipt of such Selling Shareholder's notice of intent to sell Registrable Securities under the Amendment Shares so long as such notice included a working facsimile number for purposes of delivery of ParentIRET's response. Upon receipt of the Suspension Notice, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus Prospectus pursuant to Section 7(b10.3(b) below or written notice from Parent IRET that the suspension period has ended and use of the prospectus Prospectus previously furnished to such Selling Shareholder may be resumed.

Notice and Approval. If any shareholder shall propose Whenever notice to sell any Registrable Shares pursuant to or approval by Grantee is required under the Amendmentprovisions of Paragraphs B, it C, or D, Grantor shall notify Parent of its intent to do so Grantee in writing not less than sixty (including the proposed manner and timing of all sales60) at least three (3) full trading days prior to such salethe date Grantor intends to undertake the activity in question; however, and Grantee may waive or lessen the provision required period of time, provided said waiver is obtained in writing prior to the initiation of such activity. The notice shall describe the nature, scope, design, location, timetable and any other material aspect of the proposed activity in sufficient detail to Parent shall conclusively be deemed permit Grantee to reestablish and reconfirm make an agreement by such Selling Shareholder informed judgment as to comply its consistency with the registration provisions set forth purposes of this Conservation Restriction. Where Grantee's approval is required, Grantee shall grant or withhold its approval in writing within sixty (60) days of the receipt of Grantor's written request. Xxxxxxx's written request shall specifically recite the length of time provided by this AgreementConservation Restriction for review and response by Xxxxxxx. Unless otherwise specified Xxxxxxx’s approval shall not be unreasonably withheld, but it shall only be granted upon a showing that the proposed activity shall not materially impair the purposes of this Conservation Restriction. Failure of Grantee to respond in such notice, such notice writing within sixty (60) days shall be deemed to constitute a representation that any information previously supplied approval by such Selling Shareholder expressly for inclusion in the Amendment (as the same may have been superseded by subsequent such information) is accurate as Grantee of the date of such notice. Parent may delay the resale by such Selling Shareholder of any Registrable Shares pursuant to the Amendment by delivering to such Selling Shareholder a written notification that Parent's Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICE"); providedrequest as submitted, however, that the Suspension Notice must be delivered within the three (3) trading-day period following receipt of such Selling Shareholder's notice of intent to sell Registrable Securities under the Amendment so long as such notice included a working facsimile number for purposes there exists no violation hereunder and the request sets forth the provisions of delivery of Parent's responsethis section relating to deemed approval after sixty (60) days in the notice. Upon receipt of the Suspension NoticeAny notice, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant demand, request, consent, approval or communication that either party desires or is required to give to the Amendment other shall be in the open market until hiswriting and either served personally or sent by first class mail, her postage prepaid, addressed as follows: P.O. Box 86 Delhi, NY 13753 To Grantee: Nantucket Land Council, Inc. Post Office Box 502 Nantucket, Massachusetts 02554 Attn: Xxxxxx Xxxxxxx or its receipt of a supplemented or amended prospectus pursuant to Section 7(b) below or such other address as either party from time to time shall designate by written notice from Parent that to the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumedother.

Notice and Approval. If any shareholder shall propose to sell any Registrable Shares pursuant to the Amendment, it shall notify Parent of its intent to do so (including the proposed manner and timing of all sales) at least three (3) full trading 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 Selling 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 Selling Shareholder expressly for inclusion in the Amendment (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. Parent may delay the resale by such Selling Shareholder of any Registrable Shares pursuant to the Amendment by delivering to such Selling Shareholder a written notification that Parent's ’s Suspension Right has been exercised and is then in effect (the "“SUSPENSION NOTICE"”); provided, however, that the Suspension Notice must be delivered within the three (3) trading-day period following receipt of such Selling Shareholder's ’s notice of intent to sell Registrable Securities under the Amendment so long as such notice included a working facsimile number for purposes of delivery of Parent's ’s response. Upon receipt of the Suspension Notice, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b) below or written notice from Parent that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumed.

Notice and Approval. If any shareholder Holder shall propose to sell any Registrable Shares pursuant to the AmendmentRegistration Statement, it shall notify Parent Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least three two (32) full trading 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 Selling Shareholder 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 Selling Shareholder Holder expressly for inclusion in the Amendment Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. Parent At any time within such two (2) trading-day period, Acquiror may delay delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, the resale by such Selling Shareholder Holder of any Registrable Shares pursuant to the Amendment by delivering Registration Statement only if a sale pursuant to such Selling Shareholder the Registration Statement in its then current form without the addition of material, non-public information about Acquiror could reasonably constitute a written notification that Parent's Suspension Right has been exercised and is then in effect (violation of the "SUSPENSION NOTICE")federal securities laws; provided, however, that in order to exercise this right, Acquiror must deliver a certificate in writing to the Suspension Notice must be delivered within Holder to such effect. Notwithstanding the three foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (320) trading-day period following receipt of such Selling Shareholder's notice of intent trading days (prorated for partial quarters) available to sell Registrable Securities under Shares during each calendar quarter (or portion thereof) during the Amendment so long as such notice included a working facsimile number for purposes of delivery of Parent's response. Upon receipt of the Suspension Notice, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b) below or written notice from Parent that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumedRegistration Effective Period.

Notice and Approval. If any shareholder shall propose to sell any Registrable Shares pursuant to the AmendmentRegistration Statement, it shall notify Parent Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least three (3) full trading days prior to such salesale the (“Notice Period”), and the provision of such notice to Parent Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Selling Shareholder shareholder to comply with the registration provisions set forth in this Agreement. Such notice will be deemed given if given by email to both Acquiror’s Vice President and General Counsel and Director of Investor Relations (xxxx.xxx@xxxxxx.xxx and xxxxxx.xxxxxxxx@xxxxxx.xxx). Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Selling Shareholder shareholder expressly for inclusion in the Amendment Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. Parent Acquiror may delay the resale by such Selling Shareholder shareholder of any Registrable Shares pursuant to the Amendment Registration Statement by delivering to such Selling Shareholder shareholder a written notification that Parent's Acquiror’s Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICE"“Suspension Notice”); provided, however, that the Suspension Notice must be delivered within the three (3) trading-day period following receipt of such Selling Shareholder's shareholder’s notice of intent to sell Registrable Securities under the Amendment so long as such notice included a working facsimile number for purposes of delivery of Parent's Acquiror’s response, and provided, further, that Acquiror may deliver a Suspension Notice during the Trading Window, in which case the Trading Window shall be extended day-for-day for each day such Suspension Notice is in effect. Upon receipt of the Suspension Notice, such Selling Shareholder stockholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b6.5(b) below or written notice from Parent Acquiror that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder stockholder may be resumed. Unless Acquiror delivers a Suspension Notice to a selling shareholder who has delivered notice pursuant to this Section 6.5(a), such selling shareholder shall have fifteen business days following the expiration of the Notice Period in which to effect the sale described in such notice (the “Trading Window”), although settlement of such sales may occur after the Trading Window. Any other sale, or any sale after the Trading Window, shall require a new notice pursuant to this Section 6.5(a).

Notice and Approval. If any shareholder shall propose Whenever notice to sell any Registrable Shares pursuant to the Amendmentor approval by Grantees is required, it Grantor shall notify Parent of its intent to do so (including the proposed manner and timing of all sales) at least three (3) full trading Grantees in writing not less than 60 days prior to the date Grantor intends to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable and any other material aspect of the proposed activity in sufficient detail to permit the Grantees to make an informed judgment as to its consistency with the purposes of this Conservation Restriction. Where Grantees’ approval is required, Grantees shall grant or withhold approval in writing within 60 days of receipt of Grantor’s request. Grantees’ approval shall not be unreasonably withheld, but shall only be granted upon a showing that the proposed activity shall not materially impair the purposes of this Conservation Restriction. In the event that the Grantees cannot agree on a unified response to the Grantor, the matter shall, within the 45 days required, be referred to an appropriate authority, mutually agreed upon for review. Grantees shall notify Grantors and be entitled to an additional fifteen (15) days for such salea consultation. If these deliberations fail to yield agreement on a course of action, and the provision Grantees shall seek resolution through arbitration by an arbitrator mutually chosen by Grantees. The cost of such notice arbitration will be shared equally between the Grantees. The decision of the arbitrator shall be final and binding on the Parties. Failure of efforts to Parent reach a unified position prior to arbitration shall conclusively not constitute a violation of this Conservation Restriction and shall not be deemed construed as bad faith or contrary to reestablish and reconfirm an agreement by such Selling Shareholder the purposes of this Conservation Restriction. Failure of Grantees to comply with the registration provisions set forth respond in this Agreement. Unless otherwise specified in such notice, such notice writing within 60 days shall be deemed to constitute a representation that any information previously supplied approval by such Selling Shareholder expressly for inclusion in the Amendment (as the same may have been superseded by subsequent such information) is accurate as Grantees of the date of such notice. Parent may delay the resale by such Selling Shareholder of any Registrable Shares pursuant to the Amendment by delivering to such Selling Shareholder a written notification that Parent's Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICE"); providedrequest as submitted, however, that the Suspension Notice must be delivered within the three (3) trading-day period following receipt of such Selling Shareholder's notice of intent to sell Registrable Securities under the Amendment so long as such notice included a working facsimile number for the request sets forth the provisions of this section relating to deemed approval after 60 days in the notice, the requested activity is not prohibited herein, and the activity will not materially impair the conservation values or purposes of delivery of Parent's response. Upon receipt of the Suspension Notice, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b) below or written notice from Parent that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumedthis Conservation Restriction.

Notice and Approval. If any shareholder Holder shall propose to sell ------------------- any Registrable Shares pursuant to the AmendmentRegistration Statement, it shall notify Parent Yahoo of its intent to do so (including the proposed manner and timing of all sales) at least three two (32) full trading 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 Selling Shareholder 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 Selling Shareholder Holder in writing expressly for inclusion in the Amendment 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. Parent At any time within such two (2) trading-day period, Yahoo may delay refuse to permit the resale by such Selling Shareholder of Holder to resell any Registrable Shares pursuant to the Amendment by delivering to such Selling Shareholder a written notification that Parent's Suspension Right has been exercised and is then in effect (the "SUSPENSION NOTICE")Registration Statement; provided, however, that in order to exercise this right, Yahoo must deliver a certificate in writing to the Suspension Notice must be delivered within Holder to the three 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 Yahoo, could constitute a violation of the federal securities laws. Notwithstanding the foregoing, Yahoo will ensure that in any event (3i) trading-day period following receipt of such Selling Shareholder's notice of intent the Holders shall have at least twenty (20) trading days available to sell Registrable Securities under Shares during each calendar quarter for a period of six (6) months immediately following the Amendment so long as Third Closing Date (with such notice included a working facsimile number minimum time period being prorated for purposes of delivery of Parent's response. Upon receipt partial quarters to the extent reasonably practical to do so), and (ii) the Holders shall have at least ten (10) consecutive trading days available to sell Registrable Shares after each of the Suspension NoticeSecond and Third Closing Dates, such Selling Shareholder shall refrain from selling any Registrable Shares pursuant to the Amendment in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 7(b) below or written notice from Parent that the suspension period has ended and use of the prospectus previously furnished to such Selling Shareholder may be resumedcommencing immediately after each Closing Date.