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previously supplied by such Selling Shareholder expressly for inclusion in the Amendment (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice.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 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 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 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 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 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 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 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).