Common use of Black-Out Periods Clause in Contracts

Black-Out Periods. Notwithstanding anything herein to the contrary, the Company shall have the right, exercisable from time to time by delivery of a notice authorized by the Board, on not more than two occasions in any 12-month period, to require the Holders not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 or to suspend the effectiveness thereof if at the time of the delivery of such notice, the Board has considered a plan to engage no later than 60 days following the date of such notice in a firm commitment underwritten public offering or if the Board has reasonably and in good faith determined that such registration and offering, continued effectiveness or sale would materially interfere with any material transaction involving the Company; provided, however, that in no event shall the black-out period extend for more than 90 days on any such occasion. If the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Act, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement shall be suspended until the date on which the Company has filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration. The Company, as soon as practicable, shall (i) give the Holders prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3, (ii) give the Holders prompt written notice of the completion of such offering or material transaction or filing of the required financial information with the Commission, as the case may be, and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders in connection with the completion of such event. If the Company determines in its good faith judgment that the filing of the Shelf Registration Statement or the use of any related prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant the Shelf Registration Statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 3 is no longer necessary and (ii) 40 days. The Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary. The Company may not utilize this suspension right more than three times in any twelve (12) month period. Each Holder agrees by acquisition of the Registrable Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 3, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Shelf Registration Statement relating to such Registrable Securities until such Holder’s receipt of the notice of completion of such event.

Black-Out Periods. Notwithstanding anything herein to the contrary, the Company shall have the right to postpone the filing of a registration statement and the right, exercisable from time to time by delivery of a notice authorized by the Board, on not more than two occasions Board at such times as the Company in any 12-month periodits good faith judgment may reasonably determine is necessary and advisable, to require the Holders Holder not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 or to suspend the use or effectiveness thereof if at the time of the delivery of such notice, the Board has considered a plan to engage no later than 60 days following the date of such notice in a firm commitment underwritten public offering or if the Board has reasonably and in good faith determined that such registration and offering, continued effectiveness or sale would materially interfere with any material transaction involving the Company; provided, however, that in no event shall the black-out period extend for more than 90 days on any such occasion. If the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Act, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement shall be suspended until the date on which the Company has filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration. The Company, as soon as practicable, shall (i) give the Holders prompt written notice in the event it has determined that the Company has suspended sales use of Registrable Securities pursuant to this Section 3, (ii) give the Holders prompt written notice of the completion of such offering or material transaction or filing of the required financial information with the Commission, as the case may be, and (iii) promptly file any amendment necessary for any registration statement or prospectus of similar document under the Holders in connection with the completion of such event. If the Company determines in its good faith judgment that the filing of the Shelf Registration Statement or the use of any related prospectus Securities Act filed pursuant to Section 2 would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon (ii) all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or (iii) the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X under the Securities Act or (iv) the Company is not eligible to use Form S-3 for purposes of registering the resale of the Registrable Securities. The Company, as soon as practicable, shall (i) give the Holder prompt written notice in the event that the Company has suspended sales of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant the Shelf Registration Statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 3 is no longer necessary and 3, (ii) 40 days. The Company agrees to give such the Holder prompt written notice as promptly as practicable following of the date that termination of such suspension of rights is no longer necessarysales of the Registrable Securities and (iii) promptly file any amendment or reports necessary for any registration statement or prospectus of the Holder in connection with the completion of such event. The Company may not utilize this suspension right more than three times in any twelve (12) month period. Each Holder agrees by acquisition of the Registrable Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 3, such the Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Shelf Registration Statement registration statement relating to such Registrable Securities until such the Holder’s receipt of the notice of completion of such event.

Black-Out Periods. Notwithstanding anything herein to the contrary, the Company shall have the right, exercisable from time to time by delivery of a notice authorized by the Board, on not more than two occasions in any 12-month period, to require the Holders not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 hereof or to suspend the effectiveness thereof if at the time of the delivery of such notice, the Board has considered a plan to engage no later than 60 days following the date of such notice in a firm commitment underwritten public offering or if the Board has reasonably and in good faith determined that such registration and offering, continued effectiveness or sale would materially interfere with any material transaction involving the Company; provided, however, that in no event shall the black-out period extend for more than 90 days on any such occasion. If the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Act, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement shall be suspended until the date on which the Company has filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration. The Company, as soon as practicable, shall (i) give the Holders prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3, (ii) give the Holders prompt written notice of the completion of such offering or material transaction or filing of the required financial information with the Commission, as the case may be, and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders in connection with the completion of such event. If the Company determines in its good faith judgment that the filing of the Shelf Registration Statement or the use of any related prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 3 is no longer necessary and (ii) 40 days. The Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary. The Company may not utilize this suspension right more than three times in any twelve (12) month period. Each Holder agrees by acquisition of the Registrable Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 3, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Shelf Registration Statement relating to such Registrable Securities until the earlier of such Holder’s receipt of the notice of completion of such eventevent or the expiration of the black-out period.

Black-Out Periods. Notwithstanding anything herein to the contrary, the Company shall have the right, exercisable from time to time by delivery of a notice authorized by the Board, on not more than two four occasions in any 12-month periodduring the period of effectiveness of the Shelf Registration Statement, to require the Holders not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 hereof or to suspend the effectiveness thereof if at the time of the delivery of such notice, (i) the Board has considered a plan to engage no later than 60 90 days following the date of such notice in a firm commitment underwritten public offering or if (ii) a majority of the Board independent directors of the Company has reasonably and in good faith determined that such registration and offering, continued effectiveness or sale would materially interfere with any material transaction involving the Company; provided, however, that in no event shall the black-out period extend for more than 90 days on any such occasion. If the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement shall be suspended until the date on which the Company has filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration. The Company, as soon as practicable, shall (i) give the Holders prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3, (ii) give the Holders prompt written notice of the completion of such offering offering, the completion or disclosure of the material transaction or the filing of the required financial information with the Commission, as the case may be, and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders in connection with the completion of such event. If the Company determines in its good faith judgment that the filing of the Shelf Registration Statement or the use of any related prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant the Shelf Registration Statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 3 is no longer necessary and (ii) 40 days. The Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary. The Company may not utilize this suspension right more than three times in any twelve (12) month period. Each Holder agrees by acquisition of the Registrable Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 3, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Shelf Registration Statement relating to such Registrable Securities until such Holder’s receipt of the notice of completion of such event.

Black-Out Periods. Notwithstanding anything herein to the contrary, the Company shall have the right, exercisable from time to time by delivery of a notice authorized by the Board, on not more than two four occasions in any 12-month periodduring the period of effectiveness of the Shelf Registration Statement, to require the Holders not to sell pursuant to a registration statement the Shelf Registration Statement or similar document under the Securities Act filed pursuant to Section 2 hereof or to suspend the effectiveness thereof if at the time of the delivery of such notice, (i) the Board has considered a plan to engage no later than 60 90 days following the date of such notice in a firm commitment underwritten public offering or if (ii) a majority of the Board independent directors of the Company has reasonably and in good faith determined that such registration and offering, continued effectiveness or sale would materially interfere with any material transaction involving the Company; provided, however, that in no event shall the black-out period extend for more than 90 days on any such occasion. If the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement shall be suspended until the date on which the Company has filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf RegistrationRegistration Statement. The Company, as soon as practicable, shall (i) give the Holders prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3, (ii) give the Holders prompt written notice of the completion of such offering offering, the completion or disclosure of the material transaction or transaction, the filing of the required financial information with the Commission, as the case may be, and (iii) promptly file any amendment or supplement necessary for any registration statement the Shelf Registration Statement or the form of prospectus of the Holders included therein in connection with the completion of such event. If the Company determines in its good faith judgment that the filing of the Shelf Registration Statement or the use of any related prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant the Shelf Registration Statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 3 is no longer necessary and (ii) 40 days. The Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary. The Company may not utilize this suspension right more than three times in any twelve (12) month period. Each Holder agrees by acquisition of the Registrable Securities that that, upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 3, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Shelf Registration Statement relating to such Registrable Securities until such Holder’s receipt of the notice of completion of such event.