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supplied by such Equityholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice.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 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 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) Purchaser of its intent to do so (including the proposed manner and timing of all sales) at least one five (15) full trading day days prior to such sale, and the provision of such notice to Parent Purchaser shall conclusively be deemed to reestablish establish 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 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 five (15) trading-trading day period, Parent Purchaser may refuse to permit delay the resale by such Equityholder to resell Holder of any Registrable Shares pursuant to the Registration StatementStatement by invoking the Suspension Right if permitted to do so; provided, however, that in order to exercise this right, Parent Purchaser must deliver a certificate in writing to the Holder to such Equityholder prior to effect not later than the expiration close of business on the one (1) second trading day waiting period following receipt of any notice from any Holder indicating an intent 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 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 days notice from the date such Holder shall have included a working facsimile number for purposes of the noticedelivery of such response from Purchaser. Purchaser shall keep and hold confidential any information set forth in any notice of a Holder delivered pursuant to this Section 4.9(a).

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.

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) 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 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 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 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 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.