Common use of Offers and Sales Clause in Contracts

Offers and Sales. All offers and sales of Registrable Securities by a Designated Holder under the Registration Statement shall be completed within the period during which such Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission. Upon notice that such Registration Statement is no longer effective no Designated Holder shall offer or sell the Registrable Securities covered by such Registration Statement. If directed in writing by the Company, each Designated Holder shall return all undistributed copies of the Prospectus in the Designated Holder’s possession upon the expiration of such period. Notwithstanding the foregoing, a registration shall not constitute a Demand Registration (1) until it has become effective and has been continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold and (ii) 120 days; and (2) if (x) after such Demand Registration has become effective but prior to expiration of the time period set forth in clause (1) of this paragraph (b), such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holder.

Offers and Sales. All offers and sales of Registrable Securities by a Designated Holder under the Registration Statement shall be completed within the period during which such Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission. Upon notice from the Company pursuant to Section 5.2(d)(2) hereof that such Registration Statement is no longer effective effective, no Designated Holder shall offer or sell the Registrable Securities covered by such Registration Statement. If directed in writing by the Company, each Designated Holder shall return all undistributed copies of Statement or use the Prospectus then in the Designated Holder’s possession upon the expiration of such periodits possession. Notwithstanding the foregoing, a registration of Registrable Securities pursuant to a Registration Notice shall not constitute a Demand Registration: (1) until it the applicable Registrable Statement has become effective and has been continuously effective under the Securities Act for the lesser of (i) the period during which all such Registrable Securities registered in the Demand Registration are sold and (ii) 120 one hundred twenty (120) days, in the case of a New Registration Statement other than a Shelf Registration Statement, and three (3) years, in the case of a Shelf Registration Statement; provided, however, that if the Company postpones the filing of the applicable Registration Statement or suspends the effectiveness of, or prohibits sales of Registrable Securities under, the applicable Registration Statement, in each case as permitted by Section 3.2 hereof, the time periods referenced in clause (ii) above shall be extended by the aggregate number of days of such postponement, suspension or prohibition, as the case may be; and (2) if (x) after such Demand Registration has become effective but prior the Company fails to expiration of the time period set forth in clause (1) of this paragraph (b), such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not thereafter eliminated or (y) satisfy the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied that it is required to satisfy at or waived, other than by reason prior to the closing for the sale of a failure by the Initiating Holdersuch Registrable Securities.